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LAWS 


RELATING TO 


RELIGIOUS CORPORATIONS: 


BEING A COLLECTION OF THE GENERAL STATUTES OF THE SEVERAL 
STATES AND TERRITORIES FOR THE INCORPORATION AND 
MANAGEMENT OF CHURCHES, RELIGIOUS SOCIETIES, 
PRESBYTERIES, SYNODS, ETC., WITH REFERENCES 
TO SPECIAL LEGISLATION PERTAINING 
TO DENOMINATIONAL CHURCHES. 


BY 
WM. HENRY ROBERTS, D.D., LL.D. 


PHILADELPHIA: 
PRESBYTERIAN BOARD OF PUBLICATION 
AND SABBATH-SCHOOL WoRK. 
1908. 


a | 4 
CoPpyRIGHT, 1896, BY 
THE TRUSTEES OF THE PRESBYTERIAN BOARD 
OF PUBLICATION AND SABBATH- 
SCHOOL WORK. 


> 
atv) 


PREFACE. 


The General Assembly of the Presbyterian Church in the 
United States of America, in the year 1892, received over- 
tures from thirty-two Presbyteries asking ‘‘that some proper 
inquiry be made into the generally prevalent methods of man- 
aging the temporal affairs of our churches by means of Boards 
of Trustees, and that if these methods are found to be defective 
or injurious, that some means shall be taken to amend them.” 
The General Assembly thereupon appointed a Committee to 
take into consideration the whole subject of Church Temporal- 
ities. The Committee was constituted as follows : Mznzsters— 
John Fox, D.D., William S. Fulton, D.D.; Ruling Elders—Hon. 
Thomas Ewing, Hon. John W. Foster, and Silas B. Brownell, 
Esq. To this Committee the Rev. Willis G. Craig, D.D., 
LL.D., and the Hon. David Wills were added in 1893, and on 
the decease of the latter gentleman in 1895, William M. Lan- 
ning, Esq., was appointed in his place. In the year 1893, the 
Committee reported to the General Assembly, among other 
things, that it was ‘‘ embarrassed by the fact that there never 
had been any satisfactory collation of the various State laws 
bearing on the matter” referred to them. The General As- 
sembly therefore empowered the Committee ‘‘ to have made a 
satisfactory collation and digest of the laws of the various 
States connected with the management of church property.” 
In 1894, the Committee reported that the work of compiling 
these laws had been completed, and that inasmuch as its 
preparation ‘‘ required far more time and labor than any of the 
members of the Committee could give,” it had been entrusted 
to the Stated Clerk of the Assembly. In addition they stated, 
‘*that it would serve many useful purposes, both to them and 
to the Church at large, to have this material in print and acces- 
sible to all. Future discussion of the subject would be much 
easier in the light of the facts thus brought out, and many 
Sessions, Trustees and congregations would be convenienced 
by being able to turn easily to the law governing their action.” 
The Assembly of 1894, therefore, directed the Board of Publi- 

(iii) 


iv RELIGIOUS CORPORATIONS. 


cation to publish the collection of laws. In 1895 the Commit- 
tee reported that ‘‘the compilation was found to need revision 
in order to make it thoroughly accurate, inasmuch as fourteen 
of the States and Territories had issued revised editions of 
their Statute Laws since the work of compilation was begun.” 
In connection with this work of revision, it is proper to state, 
that great care has been exercised in the examination and 
reéxamination of the Compiled Statutes, and of the Annual 
Statutes of the States and Territories, up to and including 1895. 
The new laws of the States of New York, Montana, Rhode 
Island, etc., will be found in their proper places. 

The work is restricted as to its contents to such laws as 
have relation to religious corporations connected with Presby- 
terian churches. Many of these laws, of course, apply to 
churches in other Christian denominations, and the work is 
therefore of value to these latter to a large extent. The in- 
clusion of the special laws affecting particular denominations, 
however, would have increased largely the size of the book, and 
therefore, the author, with the consent of the Committee, con- 
fined himself to references to such laws, showing under each 
State where in the Collections of Statutes they can be found. 
[See, for instance, Illinois, p. 91. | 

Wherever necessary, as for instance in Arkansas, Califor- 
nia, Pennsylvania and New York, the general corporation laws 
are given, so far as they appear to have bearing upon church 
organizations. These general laws have not as a rule been 
quoted in prior works of this character. The compiler, after 
consultation with distinguished legal gentlemen, both members 
of the Committee and others, came to the conclusion that it 
was best to include these laws, leaving the question of applica- 
bility where it belongs, with the legal profession and the 
courts. The decisions of courts are not included in the work, 
but are referred to briefly and concisely in the Introduction. 
Their great number and variety made it inadvisable to increase 
the size of the volume by including them. 

A list of the authorities consulted in the preparation of the 
work will be found immediately preceding the table of con- 
tents. The statutes dealing with the taxation or exemption 
from taxation of church property are for convenience placed 
by themselves at the end. The Introduction deals concisely 
with matters of general interest, such as the relations of 
churches and religious corporations, and of spiritual officers 
and trustees. 


PREFACE. Vv 


The author desires to acknowledge the kindness of the 
authorities and the Librarian of the Philadelphia Law Library, 
in giving him access to the admirable collection of Statute Laws 
there to be found. Thanks are also due to the officers of the 
Board of Publication and Sabbath-school Work for their effi- 
cient and cordial codperation, to the Assembly’s Committee 
on Church Temporalities for ’many courtesies, and especially 
to those members of the legal profession who have mate- 
tially aided in the work by invaluable advice. 

The fact is to be specially emphasized that this volume is 
not intended to be used as a substitute for skilled legal counsel. 
Asa source of information it has value, but it is imperative 
that every church, prior to and after incorporation, should se- 
cure in all matters affecting property interests, the aid of the 
best legal talent available. 

Wm, Henry Roserts. 


CONTENTS. 


Introduction . . vii 
Church and State . vil 
Churches and Religious 

Corporations . ix 
Corporations and their 

Charters Bee, Wot je. 
Church Property — Modes 

of Holding : xili 
Church Property—Judicial 

Decisions . + ane ee ELY, 
Trustees and Spiritual Offi- 

cers . : xvi 

List of Publications xviii 

Syllabus of Laws XXili 

Text of Laws: 

Alabama. . I 
Alaska 4 
Arizona . 5 
Arkansas if) 
California 13 
Colorado . 26 
Connecticut . 34 
Delaware eos 45 
District of Columbia . 56 
lotidarys Sue. huee tema 61 
Georgia 20a) ons eS 
IGANG eo oO FS 
BUITVOIS Sig ee ae isebo eeso eee 
indian) Termitory se Ok 
indiana.) cua ake teu 
Iowa 105 
Kansas q ities 
Kentucky - 120 
Louisiana . 125 
Maine. 5 Ee 


Text of Laws: 


Maryland 
Massachusetts . 
Michigan 
Minnesota 
Mississippi . 
Missouri . 
Montana . 
Nebraska 
Nevada 


New Hampshire . 


New Jersey . 
New Mexico 
New York 
North Carolina. 
North Dakota . 
Ohio 
Oklahoma 
Oregon 
Pennsylvania . 
Rhode Island . 
South Carolina 
South Dakota . 
Tennessee . 
MEXAS Shreve 
Utah .9). 9 
Vermont . 
Virginia . 
Washington . 
West Virginia . 
Wisconsin 
Wyoming 


Taxation 


Disturbance of Worship . 


Indexs faite eos 


(vi) 


PAGE, 


333, 575 


INTRODUCTION. 


There are certain matters connected with the relations of 
Church and State in the United States of America; the rela- 
tions of churches to the corporations which hold their property; 
the organization of religious corporations; the decisions of ju- 
dicial courts as to rights in church property; and the relations 
of spiritual officers of a church to the Trustees; which require 
at least partial statement and explanation, in order to clear 
understanding of the statutes contained in this volume, and to 
compliance with their provisions on the part of church authori- 
ties. This Introduction deals with such matters consecutively 
and concisely, so far as deemed necessary, having in view 
chiefly Presbyterian churches, and with repetition of the advice 
given, at the close of the Preface, that upon all questions in- 
volving the organization and management of religious corpora- 
tions and the rights of church property, care be taken by 
church officials to secure the best legal counsel attainable. 

The first topic to be considered is that of 


THE RELATIONS OF CHURCH AND STATE. 


The National and State Governments of the United States 
of America, in so far as the rights of their citizens in matters of 
religion are concerned, are organized upon that fundamental 
principle of American Protestantism, ‘‘A free Church in a 
free State.” The great principle thus stated, finds expression 
by the insertion of provisions bearing upon religious freedom 
in the National and State Constitutions. Article I of Amend- 
ments to the National Constitution contains the provision, 
‘** Congress shall make no laws respecting the establishment of 
religion, or prohibiting the free exercise thereof.” This pro- 
vision is not to be understood as negativing the fact that the 
American nation is a Christian nation, but simply forbids the 
union of Church and State, and interference by the State with 
the rights of conscience in matters of religion. In harmony 
with its requirements religious liberty is acknowledged, in one 
way or another, as the indefeasible right of man, in the Con- 

(vii) 


Vili RELIGIOUS CORPORATIONS. 


stitutions of all the States. To give in detail the legal provi- 
sions of these Constitutions bearing upon religious freedom, is 
beyond the scope of this work. In general, however, it can be 
said, that the great majority of the States enact in their funda- 
mental law that every man may worship God according to the 
dictates of his own conscience; that no man can be compelled, 
against his consent, to support or attend any church; and that 
no preference shall be shown to any one sect. Twenty States 
enact that no human authority or law ought, in any case what- 
ever, to control or interfere with the rights of conscience in 
matters of religion; twenty-two States, that no religious test 
shall be required for any public trust; seventeen States, that 
no money shall be taken from the public treasury in aid of any 
church, sect, or sectarian institution; and at least seven States 
that no money shall be taken for the purpose last named from 
any municipal corporation. A number of these constitutional 
provisions are printed for information in this volume, under 
the names of certain of the States, such as Maine and Utah. 
The limitations connected with these constitutional provisions 
for the maintenance of religious liberty, and the separation of 
Church and State, are as follows : in fourteen States they are 
not to be used as excuses for acts of licentiousness or to justify 
practices inconsistent with the peace and safety of the State; in 
four States they are not to excuse disturbance of the public 
peace; and in three States they are not to justify practices in- 
consistent with the rights of others. 

The only State whose Constitution appears to favor State 
aid in connection with religious worship is that of New Hamp- 
shire. In 1891 an amendment altering the Constitution in this 
respect was submitted to the people and defeated, so that in 
that State the Legislature is still empowered to authorize the 
towns and parishes to make adequate provision at their own 
expense, for the support and maintenance of ‘‘ Protestant pub- 
lic teachers of piety, religion and morality.” Provisions some- 
what similar in the Constitutions of certain other of the States 
were many years past stricken out. The general trend of 
events in the United States has been increasingly in the line 
of absolute religious liberty, and total separation between 
Church and State, as set forth in a decision of the United 
States Supreme Court as follows: ‘‘In this country the full 
and free right to entertain any religious belief, to practice any 
religious principle, and to teach any religious doctrine which 
does not violate the laws of morality and property, and which 


INTRODUCTION. ix 


does not infringe personal rights, is conceded to all. The law 
knows no heresy, and is committed to the support of no dogmas, 
the establishment of no sect.” 

It is of interest to note, in this connection, that as early as 
1729, the American Presbyterian Church took decided position 
in favor of the largest religious liberty, and that at a time, when 
even in New England, Church and State were to a certain ex- 
tent united. That position was given, in 1788, definite expres- 
sion in the following words: ‘‘ Civil magistrates may not as- 
sume to themselves the administration of the word and sacra- 
ments; or the power of the keys of the kingdom of heaven, or 
in the least interfere in matters of faith. Yet as nursing 
fathers, it is the duty of civil magistrates to protect the church 
of our common Lord, without giving the preference to any de- 
nomination of Christians above the rest, in such a manner, 
that all ecclesiastical persons whatever shall enjoy the full, free, 
and unquestioned liberty of discharging every part of their 
sacred functions, without violence or danger. And as Jesus 
Christ hath appointed a regular government and discipline in 
his church, no law of any commonwealth should interfere with, 
let, or hinder, the due exercise thereof, among the voluntary 
members of any denomination of Christians, according to their 
own profession and belief. It is the duty of civil magistrates 
to protect the person and good name of all their people, in 
such an effectual manner as that no person be suffered, either 
upon pretence of religion or of infidelity, to offer an indignity, 
violence, abuse, or injury to any other person whatsoever; and 
to take order, that all religious and ecclesiastical assemblies be 
held without molestation or disturbance.” (Confession of 
Faith, Ch. XXIII, § 3.) No churches have maintained so 
long and so resolutely untrammeled religious liberty, as those 
churches in the Republic which are known by fe common 
names of Presbyterian and Reformed. 


CHURCHES AND RELIGIOUS CORPORATIONS. 


1. Definition of church.—A particular church, accord- 
ing to the Presbyterian Form of Government, Chap. II, § 4, 
‘consists of a number of professing Christians, with their off- 
spring, voluntarily associated together for divine worship and 
godly living, agreeably to the Holy Scriptures, and submitting 
to a certain form of government.” 


2. Constituent elements of a church.—The ecclesias- 


x RELIGIOUS CORPORATIONS. 


tical body commonly known as the church is not composed ex- 
clusively of the persons named in the foregoing definition; but 
includes in addition to the communicant members, non-com- 
municants, who regularly attend the services and aid in sup- 
porting the church. In the Presbyterian, as in many other 
denominations, persons who are non-communicants and who 
contribute regularly in some manner for the support of a 
church, are entitled to participate in the election of pastors, and 
their rights in the election of trustees are secured by the civil 
law. It isimportant, therefore, that these two constituent ele- 
ments of the church should be held clearly in view in preparing 
articles of association, charters, and by-laws. Provisions should 
be inserted in one of these latter instruments, containing a de- 
tailed statement of the rights both of communicants and non- 
communicants; and also for the exclusion from the body of 
electors, of persons who do not contribute regularly for church 
support, provided the laws of the State permit such exclusion. 


3. Church distinct from the corporation.—The church, 
primarily, is an ecclesiastical or spiritual body, and as such 
spiritual body it is not incorporated, and does not manage the 
temporalities. On the other hand, the corporation, which de- 
tives its existence from the civil power, has nothing to do with 
the church as a spiritual body. It cannot alter the church 
faith, cannot receive or expel church members, and it cannot 
prevent the church receiving or expelling whomsoever that 
body shall see fit to receive or expel. Its sole function is to 
hold the title to and manage the temporalities for the uses of 
the spiritual body. See, also, p. xvii. 


4. Personnel of the corporation.—The personnel of 
any particular church corporation depends upon the law of 
the particular State in which the corporation exists. In many 
States it includes all the members of the ecclesiastical body, in 
others it is composed of trustees elected by the church, and in 
a few it may consist of a single person. In certain States Dea- 
cons or Elders may be chosen as Trustees. See Index. 


5. Religious societies in New England.—The laws re- 
lating to religious societies in New England are peculiar in 
some of their provisions. These peculiarities originated in the 
union of Church and State during the Congregational ascen- 
dancy in that part of the country, when, as for instance in 
Massachusetts, the boundaries of towns and parishes were 


INTRODUCTION. xi 


coterminous, and both secular and ecclesiastical affairs were 
settled at the town meetings by the qualified voters. In the 
State just mentioned, until 1831, the lands of corporations were 
taxed for the support of religious worship. The ‘‘ parish sys- 
tem” of New England has, however, been greatly modified by 
statute during the present century, though its influence is still 
evident in the laws now in force. See, for instance, Connecti- 
cut, page 39, section 25; Maine, page 136, section 17; New 
Hampshire, page 282, section 1; and Vermont, page 505, sec- 
tion 11. Care should be taken to incorporate Presbyterian 
churches, in certain of the Eastern States, under recent and 
general laws. 


CORPORATIONS AND THEIR CHARTERS. 


1. Definition.—The following is the definition given by 
Chief Justice Marshall in the Dartmouth College case: “A 
corporation is an artificial being, invisible, intangible, and ex- 
isting only in contemplation of law. Being the mere creature 
of law, it possesses only those properties which the char- 
ter of its creation confers upon it, either expressly, or as in- 
cidental to its very existence. These are such as are supposed 
best calculated to effect the object for which it was created. 
Among the most important are immortality and, if the expres- 
sion may be allowed, individuality; properties by which a per- 
petual succession of many persons are considered as the same, 
and may act as a single individual.” 


2. Kinds of corporations.—English law divides cor- 
porations into ecclesiastical and lay. In the United States, 
however, the Church is entirely separate from the State, and 
there are no ecclesiastical corporations in the English sense of 
the term. The classification given by Thompson, in his Com- 
mentartes on the Law of Private Corporations, is as follows: 
‘* Public municipal corporations, the object of which is to pro- 
mote the public interests; corporations technically private, but 
of guast-public character, having in view some public enterprise 
in which the public interests are involved, such as railroad, 
turnpike, and canal companies; and corporations strictly 
private.” 


3. Private corporations.—Private corporations are cor- 
porations formed by mutual agreement between private per- 
sons, under the forms of law, for purposes of religion, benevo- 


xii RELIGIOUS CORPORATIONS, 


lence, charity, business, etc. Private corporations are divided 
into corporations for profit and corporations not for profit. 


4. Religious corporations.—Religious corporations are 
private corporations not for profit, formed for religious pur- 
poses, ordinarily either for the maintenance of religious wor- 
ship in accordance with the religious tenets of the corporators, 
or for missionary, charitable and educational objects. 


5. Creation of corporations.—Only a sovereign power 
can create a corporation. They were created in the United 
States, prior to the revolution, either by royal charter or under 
authority derived from the crown. They are now created 
either by special act of a legislature, or under general laws 
passed by a legislature. 


6. Method of organization.—Where a corporation is 
organized under a general law it is usually effected by written 
articles duly executed by the corporators. The manner of 
effecting such organization must conform, however, in details, 
to the terms of the general law of the State in which the appli- 
cation for the charter is made. 


7. Name.—Every corporation must have a distinctive 
name, and Presbyterian churches when choosing a name should 
be careful to insert the word ‘‘ Presbyterian” in such name. 


8. Purpose of incorporation.—It is suggested that in all 
articles of association and charters for Presbyterian churches, 
the following or equivalent words be inserted: ‘‘ formed for 
the purpose of the worship of Almighty God and instruction in 
the Christian religion, according to the Confession of Faith, 
Form of Government, Book of Discipline, and Directory for 
Worship, of the Presbyterian Church in the United States of 
America.” 


9. Filing certificates.—In most of the States, articles are 
required to be filed and recorded with specified officers of the 
law, and certificates of incorporation or certified copies of the 
articles are issued thereupon. 


10. Charters are contracts.—The Supreme court of the 
United States decided in the Dartmouth college case, that 
under the constitution of the United States, the charter of a 
corporation, granted by the sovereign power, and accepted by 
the grantees, is a contract, in such a sense that it cannot there- 


INTRODUCTION. Xili 


after be altered or revoked without the consent of the corpora- 
tion, unless the State has reserved to itself the right so to alter 
and revoke. 


11. Alteration and repeal of charters.—The general 
laws, under which corporations can now be formed, in the 
great majority of the States, contain provisions authorizing the 
legislatures to alter, amend or repeal any charter granted. 


12. Limitations upon charters.—It should be remem- 
bered that charters or franchises granted to any corporation by 
the State, may be seized for nonuser or misuser, under provis- 
ions of laws specifically applicable in such cases. Further, the 
granting of any charter does not prevent a State from exercis- 
ing to a reasonable extent its police power over all corpora- 
tions existing within its limits. Other limitations, which might 
be named, are not necessary to the purposes of this volume. 


13. Special charters.—Wherever churches or religious 
corporations are in possession of special charters, granted by 
acts of legislatures, and when such charters contain no clause 
‘ permitting the legislatures to alter, amend or revoke, it is ad- 
vised that such be not surrendered. Their irrepealability is a 
feature of decided value. 


14. Amendments by the corporation to a charter.— 
In many of the States, statutes have been adopted providing for 
the completion of defective charters, or the ‘alteration and 
amendment of charters or articles of association by action on 
the part of the corporation desiring such modifications. [See 
for instance, Rhode Island, p. 466.] Such alterations and 
amendments are, as a rule, regarded as having been accepted 
by the corporation by the very act of application therefor. 


15. Life of a corporation.—In some of the States the 
life or duration of a corporation is limited by law. If there be 
no legal limit, the corporation is perpetual. The life of a cor- 
poration dates from its organization, and not from the time it 
begins to do business. 


CHURCH PROPERTY—MODES OF HOLDING. 


An examination of the statutes contained in this volume 
will show, that while the provisions for the holding of the prop- 
erty of religious societies or churches differ greatly in matters 
of detail, only five general methods are in use, viz. : 


xiv RELIGIOUS CORPORATIONS, 


1. Where the churches themselves become corporations 
upon the execution and filing of articles of association or by 
securing charters in accordance with law, as in such States as 
Indiana and Pennsylvania. 

2. Where the churches are required to elect trustees, said 
trustees being constituted the corporation, as in such States as 
Maryland, Montana and New Jersey. 

3. Where, as in Virginia and West Virginia, trustees are 
appointed by the courts for the churches, in order to secure 
their property rights. 

4. Where, as in the Roman Catholic church, the property 
is held by the bishop. An ecclesiastic thus holding church 
property may be regarded as a corporation sole, though in some 
of the States he would not be thus held. Delaware, see p. 47, 
has legislation prohibiting this method of holding church prop- 
erty. In certain States, however, ¢. g., Oregon, special legis- 
lation has been secured, permitting this method. 

A reference to the index of this volume will show which of 
the States incorporate the churches, which incorporate the 
trustees, which permit corporations sole, and which provide 
simply for trustees for the preservation of property rights. 

5. Church property is sometimes held by unincorporated 
churches. If they have no trustees, it is doubtful whether lands 
can be granted by deed to such churches, but it would appear that 
they may receive both real and personal property by will. Unin- 
corporated churches wherever located, are protected, asa rule, in 
their property rights by the courts. It is advised that all such 
churches take steps, where possible, to hold their property by 
corporations, and that in the drafting of charters, of articles 
and of by-laws, the aid of competent counsel be secured. 


CHURCH PROPERTY—JUDICIAL DECISIONS. 


The decisions of the civil courts affecting the rights to 
property held by churches and religious societies are numerous. 
For the purposes of this introduction the statements following 
are sufficient. ‘These statements deal with the decisions of 
civil courts directly connected with property rights, and also 
set forth the weight with such courts of the decisions and 
deliverances made by ecclesiastical courts. 


1. Specific trusts.—Property which by deed or will of 
the donor, or by other instrument, is held for the express pur- 
pose of teaching some specific form of doctrine, or for any 


INTRODUCTION. xv 


other religious object, cannot be diverted from such purpose or 
object, so long as there are any persons willing to carry out the 
objects of the trusts, or who, having a standing in court, are 
prepared to insist upon the execution of the same. For in- 
stance, trusts created for the teaching of the Presbyterian sys- 
tem of doctrine, or for the maintenance of a home for the or- 
phans of deceased Presbyterian ministers, cannot be diverted 
to any other purposes. 


2. Trusts will not be allowed to fail for want of a 
trustee.—If, in case of a given specific trust, the trustees 
fail, the courts if applied to, will provide new trustees, and will 
carry into effect the intent of the donor or testator so far as the 
_ Same can be ascertained. 


3. Property of independent self-governing congre- 
gations.—The property of purely independent churches, which 
are controlled in their management by a majority of voices, if 
there be no specific trust involved, in case of controversy, will 
be given to the majority of the members. In cases affecting 
this class of churches, the civil courts will not even inquire as 
to whether there has been any change in the religious views of 
the congregation. 


4. Property of denominational churches.—The prop- 
erty of a denominational church, in cases of dispute, will be 
given by the civil courts to those persons who are recognized 
by the highest denominational court as being the church or 
congregation. For instance, the property of a Presbyterian 
church, should the church unhappily be divided by controversy, 
will be given by the civil courts to that portion of the church 
which is recognized as the church by the highest church court. 


5. A State Legislature cannot authorize by statute 
the transfer of property from one denomination to 
another.—In a case which arose in the State of Virginia, the 
majority of a Methodist Protestant church, withdrew from that 
denomination and joined the Methodist Episcopal church. 
Said majority claimed the right to take the property with them, 
and the Legislature of Virginia passed an act providing that in 
the case of the division of a church or religious society, a ma- 
jority of the members should determine the rights of church 
property, after report duly made to a civil court.. The decision 
rendered in the case was, that the provision respecting contracts 
in the Constitution of the United States, and found also in the 


XVi RELIGIOUS CORPORATIONS, 


Constitution of Virginia, made the said act of the Legislature 
void, and that the property could not be so diverted. 


6. Ecclesiastical decisions are final in ecclesiastical 
matters.—Where the highest ecclesiastical authority of a de- 
nomination decides a question of church law, discipline, or 
usage, or acknowledges certain parties as being the parties en- 
titled to due ecclesiastical recognition, such decision will not be 
reviewed in the civil courts, but will be regarded by them as 
final. For instance, a church member expelled from a Presby- 
terian church, or a Presbyterian minister duly deposed, by 
competent ecclesiastical authority, cannot secure reinstatement 
by action in the civil courts. The latter courts will decline 
jurisdiction. Further, the ecclesiastical court is the exclusive 
judge of its own jurisdiction. 


7. Divided church.—Where a particular church or con- 
gregation is divided by reason of controversy, and a schism re- 
sults, that party which secures the recognition of the highest 
ecclesiastical court of the denomination, will be recognized by 
the civil courts as the church. 


8. Seceding members.—The members of any church, 
whether independent or denominational, who secede therefrom, 
and form a new church, lose all their rights in the property. 


9. Minority controls in certain cases.—If the majority 
of the members of a church belonging to a denomination, with- 
draws from the denomination, they cannot take the property 
with them. If the withdrawal be persisted in, the result will 
be to give the control of the property to the minority who ad- 
here to the denomination. 


10. Denominational divisions.—Where a denomination 
is divided by reason of controversy, the use of the property of 
its congregations, in each case, will be in those persons who are 
in harmony with the supreme ecclesiastical authority. The 
ecclesiastical connection is indissoluble. 


THE TRUSTEES AND THE SPIRITUAL OFFICERS. 


1. General usage.—Careful examination of the laws and 
decisions of all the States, with reference to the powers and 
duties of the trustees of churches and religious societies, leads 
to the conclusion that they hold and administer the property in 
their charge, solely for the use and benefit of the church in- 


INTRODUCTION. XVIi 


cluded within or connected with the corporation, and if the 
church is denominational in its character, that they are bound 
in their management of said property, by the laws, rules and 
usages of the denomination with which the Church is connected. 
The spiritual officers as the direct representatives of the de- 
nomination, are the controlling power in the use of the prop- 
erty; and in some of the States, for instance Kansas, p. 119, 
provision is made by law forbidding trustees to interfere with 
the functions of spiritual officers, 


2. Trustees subject in ecclesiastical matters to the 
session in Presbyterian churches.—In the use of the prop- 
erty for church purposes, the trustees of a Presbyterian church 
are subject to the session. The law of the Presbyterian Church 
in the U.S.A. is contained in the following deliverance made by 
the General Assembly of 1893, viz. : 

‘*The General Assembly takes notice that the exclusive 
authority of the Session over the worship of the Church, in- 
cluding not only the times and places of preaching the Word, 
but also the music and the use of the Church buildings, is not 
sufficiently appreciated by the Church at large, and that there 
are frequent complaints that trustees of congregations assume 
powers and authority, especially over music and the use of 
church buildings, which are not warranted by, but in conflict 
with, the Constitution of the Church. The Assembly enjoins 
upon the churches loyal adherence to our Form of Govern- 
ment, providing that the authority of the Session over all 
matters of worship is paramount, and at the same time recom- 
mends that all such questions be treated by the Session with 
Christian tact and courtesy, in the spirit of love and forbear- 
ance” [MZinutes, 1893, p. 90]. 

This position of the General Assembly is in harmony with 
a decision of the United States Supreme Court, in a case ap- 
pealed to it, to the effect that, by the act of the Legislature 
creating the trustees of a given church a body corporate, and 
by the acknowledged rules of the Presbyterian Church, the 
trustees were the mere nominal title-holders and custodians of 
the church property, and other trustees were or could be 
elected by the congregation to supply their places ; and that in 
the use of the property for all religious services or ecclesiastical 
purposes, the trustees were under the control of the church 
session. 


LIST OF WORKS CONTAINING COLLECTIONS OF 
THE STATUTES OF THE SEVERAL 
STATES AND TERRITORIES. 


NOTE. These collections of Statutes are continued, as a rule, by volumes containing 
the Annual or the Biennial Statutes of the several States and Territories. The Legisla- 
tures of States marked with a star (*) meet Annually. 


Alabama. The Code of Alabama. Prepared by Robert C. Brickel, 
Peter Hamilton and John P. Tillman, Commissioners. 2 vols., 
8vo, 1887. 


Alaska. The laws affecting Alaska are to be found in the U. S. Stat- 
utes. The laws affecting Churches are printed on pp. 4 and 5 of 
this volume. 


Arizona. Revised Statutes of Arizona. 1 vol., 8vo, 1887. 


Arkansas. A Digest of the Statutes of Arkansas, Embracing all Laws 
of a General Nature. By L. P. Sandels and Joseph M. Hill. 1 vol., 
8vo, 1893. 


California. The Codes and Statutes of California. By F. P. Deering. 
4 vols., 8vo, 1885. Supplement. By F. P. Deering and J. H. Deer- 
ing, Jr. 1 vol., 8vo, 1889. 


Colorado. Mills’ Annotated Statutes of the State of Colorado, Em- 
bracing the General Statutes of 1883, and all General Laws enacted 
since that Compilation (except the Code of Civil Procedure) in 
force January I, 1891. Hdited and Annotated by J. Warner Mills. 
2 vols., 8vo, 1891. 


Connecticut. The General Statutes of Connecticut. Revision of 1887. 
In force January 1, 1888. Published by authority of the State. 
T vol., 8vo, 1887. 


Delaware. Revised Statutes of the State of Delaware of 1852, with 
the Additional Laws of a Public and General Nature enacted to 
1893. Published by authority of the General Assembly. 1 vol., 
8vo, 1893. 


District of Columbia. Digest of Decisions of the Courts of Last Re- 
sort in the District of Columbia, together with a Compilation of 
the Revised Statutes of the U. S., and the Revised Statutes relating 
to the District of Columbia, in most frequent use in the District. 
By Thos. 8S. Cogley. 2 vols., 8vo, 1892. 


(xviii.) 


xix 


List oF PUBLICATIONS. 
Published by 


Florida. The Revised Statutes of the State of Florida. 
authority of the Legislature. Prepared by W. A. Blount, C. M. 
Cooper and L. C. Massey, Commissioners. In effect June 14, 1892. 


I vol., 8vo, 1892. 
Fourth edition. 


Georgia.* The Code of the State of Georgia. 
pared by Geo. N. Lester, C. Rowell and W. B. Hill, Commissioners. 
I vol., 8vo, 1882. 


Pre- 
Published by authority of the General Assembly. 
In force June 1, 


Idaho. The Revised Statutes of Idaho Territory. 
1 vol., 8vo, 1887. 
In force January 


1887. 
Illinois. Annotated Statutes of the State of Illinois. 
1, 1885. Edited by Merritt Starr and Russell H. Curtis. 2 vols., 
8vo, 1885. Supplement. 1 vol., 8vo, 1892. 
Indian Territory. No laws published. 
In force Janu- 


Indiana. Annotated Statutes of the State of Indiana. 
ary I, 1894. By Harrison Burns. 3 vols., 8vo, 1894. 


Iowa. New Revised and Annotated Code of Iowa 


To July 4, 1888. By Wm. E. Miller. Annotated. 
Annotated. Published 


Edition of 1888. 
I vol., 8vo, 1888. 


Kansas. General Statutes of Kansas, 1889. 
by authority of the Legislature. By Irwin Taylor. 2 vols., 8vo, 
1889. 

Kentucky. The Kentucky Statutes. By J. Barbour and John D. 
Carroll. 1 vol., 8vo, 1894. 
Approved March 14, 1870. 


Louisiana Revised Laws of Louisiana. 

With Copious References to the Acts of the Legislature from 1870 
upto 1882. Compiled and Edited by Hon. Albert Voorhees. Second 
Edition, 1 vol., 8vo, 1884. Also Revised Civil Code of Louisiana. 
By E. D. Saunders. 1 vol., 8vo, 1884. 


Maine. Fourth Revision. The Revised Statutes of the State of Maine. 
In effect January 1, 1894. Published by authority of the Legisla- 


I vol., 8vo, 1884. 
Codified by 


ture. 
Maryland. The Maryland Code. Public Local Laws. 
John Prentiss Poe. Adopted by the General Assembly March 14, 
1888, Published by authority of the State of Maryland. 2 vols., 


8vo, 1888. 
Public Statutes of the Commonwealth of Massa- 
I vol., 8vo, 1882-1888. Supplement. 


Massachusetts.* 
By C. A. Merrill. 


chusetts. 

I vol., 8vo, 1882-1888, 

Michigan. The General Statutes of the State of Michigan. By An- 
2 vols., 8vo, 1882, Supplement. 1 vol., 8vo, 1889. 


drew Howell. 


XX RELIGIOUS CORPORATIONS. 


Minnesota. The General Statutes of the State of Minnesota. In 
force December 31, 1894. By Henry B. Wenzell. 2vols., 8vo, 1894. 


Mississippi. The Annotated Code of the General Statute Laws of the 
State of Mississippi. By R. H. Thompson, George G. Dillard and 
R. B. Campbell. 1 vol., 8vo, 1892. 


Missouri. The Revised Statutes of Missouri. Published by authority | 
of the General Assembly. 2 vols., 8vo, 1889. 


Montana. The Codes and Statutes of Montana. In force July 1, 1895. 
Including the Political Code, Civil Code, Code of Civil Procedure 
and Penal Code as amended and adopted by the Fourth Legislative 
Assembly. Compiled by D. S. Wade, Commissioner. 4 vols., 8vo, 
1895. ‘ 


Nebraska. The Compiled Statutes of the State of Nebraska. With 
Amendments 1882 to 1893. To August 1, 1893. By Guy H. Brown 
and H. H. Wheeler. With the authority of the Legislature. 
1 vol., 8vo, 1891. 


Nevada. The General Statutes of the State of Nevada. By Dav. HE. 
Bailey and John D. Hammond. 1 vol., 8vo, 1895. 


New Hampshire. The Public Statutes of the State of New Hamp- 
shire. Prepared by William M. Chase, Ira Colby and William H. 
Colton, Commissioners. 1 vol., 8vo, 1891. 


New Jersey.* General Statutes of New Jersey. [Compiled and 
edited by G. D. W. Vroom and William M. Lanning.] Under the 
authority of the Legislature. 3 vols., 8vo, 1896. [4 press. ] 


New Mexico. Compiled Laws of New Mexico. By EH. L. Bartlett, 
C. W. Greene, Santiago Valdez, Commissioners. I vol., 8vo, 1884. 


New York.* The Revised Statutes, Codes and General Laws of the 
State of New York, in force January 1, 1890. By C. F. Birdseye. 
3 vols., 8vo, 1889. 
Membership and Religious Corporations of New York, Contain- 
ing the New Laws, ete. By R. C. Cumming and F. B. Gilbert. 1 
vol., 8vo, 1895. 


North Carolina. The Code of North Carolina, enacted March 2, 1883. 
By William T. Dortch, John Manning, JohnS. Henderson. 2 vols., 
8vo, 1883. 


North Dakota. The Compiled Laws of the Territory of Dakota. By 
E. W. Caldwell and Charles H. Price. 1 vol., 8vo, 1887. 


Ohio. The Revised Statutes of the State of Ohio. In force January 
I, 1890. By Florien Giauque. 3 vols., 8vo, 1890. 


List oF PUBLICATIONS, xxi 


Oklahoma. The Statutes of Oklahoma, 1893. Compiled under the 
direction and supervision of Robert Martin, Secretary of the Ter- 
ritory. By W. A. McCartney, John H. Beatty and J. Malcolm 
Johnston, a Committee elected by the Legislative Assembly. 1 vol., 


8vo, 1893. 


Oregon. The Codes and General Laws of Oregon. By William Lair 
Hill. 2vols., 8vo, 1892. 


Pennsylvania. Brightly’s Purdon’s Digest. A Digest of the Laws of 
the State of Pennsylvania. From the years 17ooto1894. By Frank 
F. Brightly. 2 vols., 8vo, 1894. Supplement. 1 vol., 8vo, 1895. 


Rhode Island.* General Statutes of the State of Rhode Island and 
Providence Plantations. By authority of the General Assembly. 
[William G. Roelker, Joseph C. Ely, Henry W. Hayes, Commis- 
sioners.] In effect February 1, 1896. 1 vol., 8vo, 1896. 


South Carolina.* The Revised Statutes of South Carolina. 2 vols., 
8vo, 1894. 


South Dakota. The Compiled Laws of the Territory of Dakota. By 
E. W. Caldwell and Charles H. Price. 1 vol., 8vo, 1887. 


Tennessee. The Code of Tennessee. In force June 1, 1884. By W. 
A. Milliken and John J. Vertrees. 1 vol., 8vo, 1884. 


Texas. The Revised Civil Statutes of the State of Texas. By John 
Sayles and Henry Sayles. 4 vols., 8vo, 1888. Supplement. 1 vol., 
8vo, 1893. 


United States. The Statutes at large up to March, 1895, are printed 
in 28 vols., 8vo. The Federal laws affecting Churches in the Terri- 
tories will be found on p. 5 of this volume. 


Utah. The Compiled Lawsof Utah. By authority. 2 vols., 8vo, 1888. 


Vermont. The Revised Laws of Vermont. By authority. 1 vol., 
8vo, 1880. 


Virginia. The Codeof Virginia. Published pursuant to an Act of the 
General Assembly. 1 vol., 8vo, 1887. 


Washington. The General Statutes and Codes of the State of Wash- 
ington. By William Lair Hill, 2 vols , 8vo, 1891. 


West Virginia. The Code of West Virginia. Third edition. Con- 
taining the Code as amended by legislation, to and including the 
year 1891. With an Appendix containing Statutes of a General 
Nature, ete. Compiled pursuant to a joint resolution of the Legis- 
lature by John A. Warth. 1 vol., 8vo, 1891. 


XxXil RELIGIOUS CORPORATIONS. 


Wisconsin. Annotated Statutes of Wisconsin. In force October 1, 
1889. By Arthur L. Sanborn and John R. Berryman. 2 vols., 8vo, 
1889. 


Wyoming. Revised Statutes of Wyoming. In force January 1, 1887. 
By John W. Blake, Willis Van Devanter, Isaac P. Caldwell, Com- 
missioners. 1 vol., 8vo, 1887. 


CAPTIONS AND NUMBERS. 


The captions of this work are usually the author’s own, except 
where, as in New York, they are a part of the text of the Laws. They 
are numbered separately and consecutively, for this work, under each 
State. 

The numbers following the captions, are the numbers either of the 
sections of State Constitutions, or of sections in the Codes or Compila- 
tions of Laws of the several States and Territories, or of the Acts of 
which the sections printed are parts. Where the numbers belong to 
Codes or Compilations of Laws, they are the numbers of the Sections 
in the Codes, etc., whose titles are given in the preceding list of publi- 
cations. 


SYLLABUS OF LAWS. 


ALABAMA. 
; CONSTITUTION. 6. Suits against, how begun. . 2 
1. Limitation on powers of cor- 7 Consent of majority of mem- 
poration . I bers necessary to execu- 
2. Powers of General Aeestly I tion of mortgage. . . , 2 
STATUTES. 8. Recital upon minutes evi- 
3. Election of trustees . I dence of regularity . 2 
4. Incorporation completed by g. Articles, how completed . 2 
filing certificate . 1 | 10, Charters, how amended . 3 
5. POwers 3) I Taxation 555 
ALASKA. 
ACTS OF CONGRESS. 3. Missionary stations excepted 
1. Laws of Oregon applicable . 4 from provisions for town 
2. Land for missionary stations 4 sites and purchase of land 4 
ARIZONA. 


FEDERAL LAWS. 
1. Territorial Assemblies, pow- 
ers of. 
2. Real estate, limit on 3 
3. Trustees to hold real estate . 


REVISED STATUTES. 


Chap. I. Preliminary Provisions. 


1. Private corporations defined 


Chap. If. Corporations in General. 


2. Who may incorporate . 

3. Powers . ; 

4. Articles of Geer paruticis : 

5. Time-limit and renewal of 
charters . ine 

6. Dissolution, how secured. . 

7. Legal organization to be pre- 
sumed . . 2 ss, 


Chap. VI. Religious Associations. 


8. Who may incorporate. 7 
5 | 9- Articles of incorporation . 7 
5 | 10. Powers. Limit on property . 8 
5 | 11. Directors. Annual Report. 8 
12. How real estate may be 
mortgaged or sold 8 
13. Additional powers . 8 
5 | 14. New members 9 
15. Rights or privileges of mem- 
6 bers . - nT 
6 | Chap. VIII. Existing Corpora- 
6 tions Entitled to Benefits. 
16. How benefits may be secur- 
7 ed. Bae 9 
7 | 17. Status of existing iichpobas 
HONS Git is de 88 9 
7 RAXAHON, Ga o's ods 555 


(xxiii) 


XXiv 


RELIGIOUS CORPORATIONS. 


ARKANSAS. 


CONSTITUTION. 
I. Powers of General Assembly 10 


STATUTES. 
Chap. XLVI. VII. Corporations 


g. Record to be kept) jemeeenee 
to. Fee allowed to clerk . . . 12 


IX. Dissolution of Corporations. 
11. Property vests in the State 


Jor Benevolent Purposes. in/trust<. =) nea aire 
2. Who may incorporate. . .10| Chap. CXXXII. Religious Socie- 
3. Articles to be filed . . . . 10 tes. 
4. Certificate of incorporation . II | yo, Property may be held by trus- 
5. Amendments to be filed . . 11 tees 4 ee Me 
6. First meeting. . . . . «IL | 13. Power of trastees « eels ate 
7. Power to raise money. . . II Taxation .°. .) nee 
8. General powers . . . «. » II 

CALIFORNIA. 
CONSTITUTION. Ig. Directors, number, qualifica- 


-_ 


. Powers of General Assembly 
2. Limitations on power of cor- 
porations . . - 13 
3. Stockholders’ right to vate eLIs 
CODES AND STATUTES. 
Title I. General Provisions. 
4. Maintenance of an office not 


Lon! 


3 


obligatory. ... Suis) 
5. Corporations, how fone 14 
O.pPurposes, =) wick eel 6 Wi 
7. Existing corporations ee 


elect to continue. . . . 14 
8. Existing corporations not af- 
fected but prior laws re- 
pealedis ae nae: Bee aS 
g. Articles Sendai en seeds 
Io. Contents of articles. . . . 15 
11. Subscription and acknowl- 
edgment of articles. . . 15 
12. Articles, where to be filed. 
Corporate life, fifty years, 
unless otherwise stated . 15 
13. Articles to be evidence . . 16 
14. Members defined . .. . 16 
15. By-laws to be iar by 
ANEMIDEES ip.) eda ii. 6 
16. Directors, election of . . . 16 
17. By-laws, contents of . . . 16 
18. By-laws, recording and 
amendmentof . ...'. 17 


tions and quorum .. . 17 
20. Directors, time of election. 
Term... . 
21. Directors, election by ballot, 
cumulative vote permitted 18 
22. Directors, organization, quo- 
rum andpowers. . . . 18 
23. Directors, removalof. . . 18 
24. When justice of the peace 
may ordera meeting . . Ig 
25. Majority of members must 
be represented at meetings 19 
26. Postponed election. . . . 19 
27. District courts to hear com- 
plaints concerning election 20 
28. Officers liable for false docu- 
TENTS ES etek - « « 20 
29. Meetings by common coo 
to be valid without notice 20 
30. All acts of such meetings 
binding .))..5. 13 4.4 
31. Directors, meetings, how 
called, when no regular 
provision... =) 1s) eee 
32. Directors by unanimous vote 
may acquire property . . 21 
Title XII. Religious Associations, 
etc. 
33. Corporations not for profit, 
how formed, <5: 0s) «2he 


SyLLaBus or Laws. XXV 


34. Additional contents of arti- 
cles, limit upon real estate 21 


35. Corporations to hold property 21 | 


36. Directors, annual report . . 22 
37. Real estate, how mortgaged 22 
38. By-laws, additional provisions 22 
39. Members admitted after in- 
corporation .° .9. ~. . 23 


40. Members, rights of, cannot 
be-transferred)s) “j-93 9... 29 

41. Synods or Presbyteries may 
incorporate .. . + 23 

42. Representative bodies ae 

incorporate the denomina- 

tional church or associa- 
MOU cma hase dpae st yeA 424. 
PARAUOM. goaiailvs liens het 550 


COLORADO. 


CONSTITUTION. 
.1, No special charters. . . . 26 
STATUTES. 


Religious Societies, etc. 
2. Powers of General Assembly 26 


3. How incorporated . . . 26 
4. Affidavit to be filed by pea 
man. /. abe7 


5. By-laws, to a eed ce 
trustees orchurch . . . 27 

6. Property to be vested in cor- 
poration. General mis- 
SERS TA Ca Nee Serra) 

7. Existing corporations may 
reincorporate. Trustees 


Genneds cas. a. ic 2 2G 
8. Synods and Presbyteries fee 
MeorpoOrate. 2, . s5 «, «29 


g. Any corporation may ani 
BLOPEILY. |. ss) . 29 
Joint Stock Companies for Religious 
Purposes. 
10. How incorporated . . . . 29 
11. Affidavit to be filed by chair- 
RAM vw a, visa eee sO 


12. Trustees to adopt by-laws . 30 
13. Property to be vested in cor- 
POLANO ee tested om ih, 0/40 
EAs LOWEIS 21) eee aries at BE 
15. Limit of value, shares of 
stock. Forfeiture provi- 
SIOMUSio0 1 vey hes Ve | eee yo SL 
16. Corporate powers vested in 
fENStECSig Ss, ae 5 Gh 
17. Failure to elect trustees hs 
not work dissolution . . 32 
18. Liability of stockholders . . 32 
Ig. Certificate of final payment 
of capital stock releases 
stockholders from liability 
foridebisn, Bias Ga espe ( 32 


20. Stock may be issued in pay- 
ment for property . . . 32 


21. Any church may incorporate. 
Trustees defined. . . . 33 


22. Synods, etc., how incorpo- 
PAC ice ae eae ial vets. 08 35 


SLAXAOM Vcitba beth cas cau ea 550 


CONNECTICUT. 


CONSTITUTION. 
1. Rights of conscience. Pow- 
ers ofchurches . .. . 34 
2. Non-liability for church ex- 
penses, how secured . . 34 
GENERAL STATUTES. 
Chap. CXIX. Private Corpora- 
tions. 
3. Name must indicate corpo- 


rate existence. . . » » 34 


Ae FOWEIS s/s » 35 
5. How eel ie on 
income. Articles to be 
filed. Dissolution . . . 35 
6. By-laws for assessments, 
fies; ets). 5)’. #5 
7. Acts and charters subject to 
alteration and repeal . . 35 
8. Charters void unless corpora- 
tion organized .. . . 36 


XXVI1 


g. Amendments, how made 
Operativel ic mums 230 


Title XXX. Bee Socte- 
ties. Chap. CXXVILI. General 
Provisions. 

10. Societies, how formed. Pow- 
CLSiy, site Sita ana SIO) 
11. Membership, how secured . 36 
12. Membership, how terminated 37 
13. Membership, how validated 37 
14. Annual meetings, how warn- 
Gila sriee ay & a ena Sz 
15. Special meetings, hoe warn- 
(20 ae a eae 6 Sy 
16. Warning, when to te oars 
or published . . . . . 38 
17. Clerk, committee and treas- 
urer, appointment and du- 


TES) chy aN ESO 
Ua \VacancieSs.) aus wae SS 
1g. Tythingmen may be appoint- 

Blan 1G) og - 38 
20. Tythingmen need a to be 

attendamts)) ye) iy) senso 


21. Tythingmen, duties . . . 39 
22. Agents of societies, first trus- 


TEES ene Ste hie VSO 
23. Powers of pecietes Wilsons 5% 
24. Churches, building and loca- 

tion of, how decided . . 39 


25. Taxes, how imposed and col- 
lected ee ie ee es Be SO 


RELIGIOUS CORPORATIONS. 


26. Voters, qualifications of . . 40 
27. Pews may be assessed or sold 
for support of worship. . 40 
28. Assessments may be recov- 
ered by Suit) sae eee 
29. Pews, how vested in society .40 
30. Society, located in two or 
more towns, powers of . 4I 
31. Pews, grants of, how made 


good. Als vat 
Churches of Christ 
32. How incorporated . - 41 


33. Powers sen - 42 

34. Society may traneie peer 
ty to church =) een 

35. Society, when and how dis- 
solved S005 oh aise 
36. Power to hold propemey a Ag 

37. Unvested gifts of the society 
to vestin the church . . 43 

38. Liability of member of society 
unchanged . <)s.smenenaae 

39. Societies empowered to form 
constitution and by-laws 43 

40. Membership, how acquired, 

where there is no separate 
churche ae 43 
Chap. CXXIX. Forse Denme 

nations. 

41. Societies of particular denom- 
inations. . «eee 
Daxation/ yy.) une 556 


DELAWARE. 


CONSTITUTION. 
1. Rights of societies unimpair- 
ed. Ministers cannot be 
civil officers. . . » 45 


REVISED STATUTES. 


Chap. XXXIX. Of Religious Socte- 
dies. 
. How incorporated. . . . 45 
. Trustees tobe elected . . 45 
Powers. Majority validates 45 
. Property to vest in trustees 46 
PAVAGCANCIES Hi -5 fit ci aeuien ee ao 
. Chairman, dutiesof.. . . 46 
&. Registers to be evidence . 46 


NanfHhWN 


9. Treasurer > °<) - 2 ee 
to. Mortmain provisions. . . 46 
11. Limit on property. . . . 46 


12. Prior gifts valid. Proviso . 47 


Chap. CCLXXV, Vol. XI. Con- 
veyances, etc., of Estate for Relt- 
gious Purposes. 
13. Grant to ecclesiastical offi- 
cer vestsno estate. . . 47 
14. Title and interest to vest 
only in corporation . . 47 
15. Real estate at death of offi- 
cer vests in the congrega- 
{ONY ea HE nee oe 


————— 


Sytiasus or Laws. 


16. If congregation not incor- 
porated, estate to be es- 
cheated : 

17. Escheated property, ‘to ‘be 
conveyed to congrega- 
tion when incorporated . 


48 


48 


Chap. CXLVIT. Vol. XVII. Pri- 


vate Corporations. 


18. Corporate powers . 

1g. Act applicable to all corpo- 
rations . 

20. Who may LRH 

21. Certificate, contents of. 
Amendments E 

22. Certificate, judge of the 
county to issue. To be 
filed . 

23. Certificate to be eee = 

24. Time aie igi takes 
effect 

25. Act applies to all oom 

26. Elections, by ballot unless 


DISTRICT 


REVISED STATUTES. 

1. Congregation may acquire 
property . ek. 

2. Trustees may be elected ac- 


cording to denomination- 
BERIMES Oe dvs ws 


3. Certificate to be entered of 
record . 


4. Term of service 

5. Election of successors 

6. Failure to elect will not 
work dissolution . . . 

. Powers) 3: "s avis 

. Title vested in trustees . 

. Trustees may dispose of real 
estate subject to certain 
restrictions 


oOo on 


1o. Trustees may execute mort- 
gages with consent of 
CHURCH youl anges) 


48 


49 
5° 


5° 
50 
51 


51 
51 


otherwise provided. Can- 
didates cannot be officers 
of election 


. Dissolution, in case of, é& 


rectors to be trustees . 


. Chancellor may appoint re- 


ceiver . 


. Chancellor has fall seatales 


tion. 


. Dissolution, ae nome 


in individuals 


. Existing corporations may 


come under this act . 


. Charter, how extended . 
. Members as well as stock- 


holders included 
State tax, how collected. 


. Existing religious incorpora- 


tions validated . 


. Trustees, change in number 
. Change to berecorded . 
. Particular denominations . 


PRazatees 2 50. oS a le 


OF COLUMBIA. 


56 


56 


56 
56 
57 


57 
57 
57 


57 


57 


II. 


12. 
13. 


T4. 


. Corporation 


Property on dissolution re- 
verts to donors . 

How incorporated . 

Filing certificate incorpo- 
rates. Powers. Limit on 
income ieee 

Trustees, how _ elected. 
Powers. Quorum. Va- 
cancies 


. Existing ierpocitione daay 


reincorporate 


. Property, how leased, aes 


gaged or sold 
surrendering 
powers, how property to 
be disposed of . 


. Existing corporations may 


come under this act . 


. Names of corporations not 


to be identical . 


. Particular denominations 


ee eee 


XXVli 


XXVIli 


I. 


RELIGIOUS CORPORATIONS. 


FLORIDA. 


CONSTITUTION. 
General laws for Peat 
tion . 


eS 61 
REVISED STATUTES. 


4. 


Inherent powers ... . 


61 


Chap. IIl. Corporations not for 


profit. 


Corporations. Chap. I. General | 5. Manner of incorporation 62 

Provisions. 6. Evidence of incorporation . 63 

2. Provisions extend to all cor- 7. Amendment of charter . . 63 

porations. . . Sey LO 8. Dissolution . = nO 

3. Corporations not Pesser g. Particular desoe ieee =| 10x 

by failure to elect officers . 61 Taxation... « 5) aaeaeneae 
GEORGIA. 

CONSTITUTION. 17. Death of members . . . 69 

1. General laws to be enacted. 18. Disposition of assets . 69 

Private rights secured 65 | Title V. Chap. VILL. Of Trustees. 


. Existing charters protected. 65 


STATUTES. 


Chap. I. Art. IV. Of Corpora- 


tions Generally. 


Sec. I. Their Nature and Kind 


3. 


4. 
i. 


. Surrender of franchise . 


Private corporations defined 65 
Sec. 1f. Their Creation. 
By whom created . 66 
How incorporated. Associ- 
ations of churches may 
incorporate. Term of cor- 
porate life wpe 100 
. How particular churches 
may incorporate. Time- 
limit of charters 67 
. Religious societies may in- 
corporate in any county . 67 
. Continuance not affected by 
death of members. Time 
limit of charters 68 
. Powers 68 
. Responsible for Zee ae on 
GERSe hia) 5G 
Sec. IV. nescien 
. State may withdraw fran- 
chise : 68 
. Liability not ndectedl 68 
. State cannot dissolve all 
corporations . 68 
. How dissolution is eeeeet 69 
. How charter forfeited 69 


19. 


36. 


Conveyance to churches, 
etc., confirmed! =) se 


. Trustees subject to church . 
. Church to fill vacancies . 
. The preceding sections con- 


strued . 


. Powers of societies 


Miscellaneous Acts. 


. Record book to be kept = 


clerk of court 


. Charters to be recorded . 
. Record validates charter 
- Hee. 
. Orders of courts since 1876 


Copies to be evidence 


ratinea: Ae). ae 


. Section 1677 of the Cade re- 


enacted ..... 2 Gaime 


. Legal residence, how 


changed <(. (5 ycneeme 


. Contracts validated 
. Administration of charitable 


trusts 


. Charters, how pounced Ben 
. Charters granted since No- 


vember, 1889, ratified . 


. General Assembly cannot 


amend charters of certain 
towns or of any churches, 
CEG.) a8 Meh nen ee 
Amendments to such char- 


69 
7O 
70 


70 
70 


ters to be granted by the ~ 


Coutts, (5/55 Rate 
Taxation. 02 Ou sceie 


I. 
2. 


SyLLaBus or Laws, 


CONSTITUTION. 
General laws to be passed . 
Charters may be annulled . 


REVISED STATUTES. 


Title IV. Chap. I. General Pro- 


3. 


SN Am f 


Il. 


. Directors, 


. Majority must 


Uistons, 
Private corporations, 
formed 


how 


. For any lawful purpose . 

. Articles of incorporation 

. Contents of articles 

. Articles, how subscribed and 


acknowledged 


. Articles, where filed. Cer. 


tificates 


. Articles to be eaacice - 
. Members. 


Articles to be filed with 
county recorder. Effect 
of failure to file 


. By-laws, when, how and by 


whom adopted . 


. Directors, election of. . 
. By-laws, what they may pro- 


vide 


. By-laws to be Beeler: haw 


amended . 


. Directors, how elected, abd 


who to be. 


. Directors to be aitienat a 


first meeting . 


. Directors, election of, to be 


by ballot . 


. Directors, officers of, ities 


and quorum 
how 
from office 


removed 


. Justice of peace may cies 


meeting 
be ei 
sented . 


. Election postponed : 
. Complaints regarding elec- 


tions SA ice Le 
. Meetings by unanimous 


GORSERG a» fel aly eke, 


XXixX 
IDAHO. 
26. Proceedings of consent 
75 meetings binding . 81 
75 | 27. Meetings, where to be held, 81 
28. Meetings of directors, how 
called when no provision 81 
29. Members liable for propor- 
tion of debts 81 
75 | 30. Powers « (ol 
75 | 31. Misnomer oes: an iat 
76 datee tra z. 82 
76 | 32. Must organize ee one 
year. Legality of corpo- 
76 ration, how ascertained . 82 
33. Acquisition of real property 82 
76 | 34. Right of repeal reserved 83 
76 | 35- On dissolution, directors as 
76 trustees for creditors . 83 
36. Charter, how extended . 83 
37. Existing corporations may 
77 continue . EE 83 
38. Existing corporations not 
77 affected .. ~ 84 
77 | 39. Chapter I. erpicsbie to 
every corporation . 84 
= Chap. VITl. Religious Corpora- 
78 “ions. 
40. How incorporated. . 84 
78 | 41. Articles, additional facts 84 
42. Corporation to hold prop- 
79 erty. Limit on real estate 85 
43. Real estate, how SOAR 
79 or sold . 85 
44. By-laws, additional nove 
79 sions 85 
Title VI. Voluntary Dissolution of 
a Corporations. 
80 | 45. How dissolved . 86 
46. Application, what tocontain 86 
80 | 47. Application, how signed 86 
80 | 48. Filing application. Notice. 286 
49. Objections 86 
80 | 50. Hearing . Be OF aah ae 86 
51. Judgment roll. Appeal 86 
81 DARAHON et de> a, 6, vis) a SAG 


9g! 
gl 


99 


XXX RELIGIOUS CORPORATIONS. 
ILLINOIS. 
CONSTITUTION. g. Real estate, limiton. . . 
1. General laws to be passed . 87 | 10. Pickcas powers of . 
11. Existing societies may in- 
REVISED STATUTES. ane ie 
Chap. XXXII. Corporations. Re- | y2, Camp meeting grounds noe 
“igious Corporations. be acquired . . 
2. How incorporated . . 87 | 13. Books, etc., right to pubie 
3. Form and effect of affidavit 87 | 14. Property, right to limit 
4. Trustees, term of office . . 88 amount reserved . 
5. Trustees, failure to elect 15. New corporations to be 
does not dissolve . 88 formed only under this 
6. Trustees. Subsequent elec- act. s » en 
tions. Vacancies. . . . 88 | 16. Existing corporations not 
7. Trustees, removal of. . 89 affected byrepeal. . . . 
8. Property vested in congre- 17. Particular denominations . 
gatlony. ss) Meee eat CO Paxation . . . | one 
INDIANA. 
CONSTITUTION. 14. Property conveyed to new 
1. General laws to be passed . 92 corporation . 
STATUTES. 15. Powers and liabilities vesew 
Chap. XXI. Corporations gener-| ¢ eae ee ae : : 
BOI: 17: Officersi: 2.) ¢ See 
2. Order of court as evidence. 92 
3. Articles to be filed with sec- Incorporation of Synods, etc. 
retary of state - 92 | 18. How effected 
4. To continue after dissolu- 19. Notice of purpose. . . 
tion. - 92 | 20. Notice, contents of 
Chap. XX VI. PN LED Hk 21. Notice, howgiven. . 
ations. 22. Name, adoption of. Truss 
5. How incorporated. Articles 93 tees to be elected. . . 
6. Articles, where filed, are 23. Vacancies, how filled. Term 
evidence . 93 ON/SEEVICE) Tanne 
7. Powers - + 93 | 24. Record, contents of . 
8. Officers and onenih By- 25. Certified copy of eo 
laws. Records. 94 Filing. Fee. 
g. Property, how acquired . 94 | 26. Certified copy. eyidene : 
10. Existing corporations af- 27. Powers : 
fected . 94 | 28. Record, where S ne filed 
Chap. XXX. Corporations, Church- 29: ByJaws =) 
es. Art. I. By Union. 30. Property, sale of 
11. Union, how effected . 94 | Art. 177, Educational and Benevo- 
12. Certificate to be filed. . 94. lent Societies. 
13. Trustees a corporation. 31. Trustees to be incorporated 
Name. Powers .. . 95 by election 


99 


SyLLaBus or Laws. 


32. Certificate of election must 


Xxxi 


43. Trustees, notice and place 


be recorded. Limit on of election 101 
realestate . . . 99 | 44. Clerk, poll-list and aie 
33. Limit upon aoe el cate. bee X02 
erty . 100 | 45. Certificate, as Seed 102 
34. Trustees, ee is sail or 46. Trustees, term of office and 
TODD Ma ile ssa a4) alskOO removal 102 
35. Seal eae 100 | 47. By-laws 102 
36. Officers and iced 1oo | 48. Trustees, may ie Saeed 
37. Trustees, terms of service. by usage . fet ee TZ 
Vacancies .. . . . 100 | 49. Trustees, acorporation . . 102 
38. Trustees may hold over. . 100 | 50. Name, how changed . 103 
39. Treasurer, bond of . tor | 51. Lands, how acquired. 103 
40. By-laws, trustees may make Ior | 52. Personality, limit of . 103 
Chap. XXXVIT,  Corporations— 53+ ee : ey. Seeee ot 
Lodges and Societies. Art. I. spare: sti 
54. Dissolution and nae. 103 
ae 55. Existing societies affected . 104 
41. May hold lands. Limit. 56. Officers may be trustees. . 104 
Trustees to be elected . Ior | 57. Particular denominations . 104 
q2- society defined. “: . . « IOI Taxation . - 559 
IOWA. 
STATUTES. Chap. XL. Laws of 1874. Changes. 
Title IX. Of Corporations. 14. Change of name. Amend- 
ing articles . 108 


Chap. I. Of Corporations for Pecu- 


niary Profit. 

1. Who may incorporate . . 105 
2. Powers » 105 
3. Articles and eee ats mapas lOG 
4. Notice to be published . 106 
5. Notice, contents of - 106 
6. When to commence busi- 

mei Gee Sid eek EO 
7. Articles, how menitd: . 106 
8. Dissolution prior to date in 

articles war «, 107 
g. Notice of dissolution . . 107 


10. Dissolved corporations to 
continue for settlement . 107 

11. Charters, etc., subject to 
SULCKALIODY « Whe ts te: 40 ine: BOT 


Chap. II. Of Corporations other 
than those for Pecuniary Profit. 
12. How incorporated. Dura- 
MIOHey Gah Sa, EEO 
13. Articles to be NEN . 108 


15. Changes, how effected . 108 
16. Changes, record of - 108 
17. Changes do not affect pow- 

ers or liabilities . - 109 


Religious Associations, etc. 


18. How incorporated . - 109 
Ig. Certificate to be filed. Pow- 
CIS estes eet . 109 


20. Trustees to be elected. Quo- 
rum. Ecclesiastical body 
may elect. . 109 
21. Trustees, failure to elect 
does not dissolve . eG se) 
22. Name of existing corpora- 
tion must not be used . II10 
23. Property by bequest. Limit 110 
24. Existing corporations may 
reincorporate » TTY 
Title XIII. Of Rights of Property. 
25. Church organizations may 
lease granted property . III 
axalONs a) «a s « 6'500 


XXxii 


RELIGIOUS CORPORATIONS. 


KANSAS. 


CONSTITUTION. 
1. General laws to be adopted 112 
2. No individual liability ehi2 
3. Title vests in trustees. 5 
STATUTES. 

Chap. XXIII. Corporations. 
Art. 1. Preliminary Provisions. 
4. Private corporations defined 112 
Art. 2. Creation. 

5. How incorporated. Mem- 
bers must vote . 5 ine 
6.)/Purposes’. =: SMe MeEE LS 


7. Charter, contents abe. spo Hn 
8. Name. Amendments to 
charter RS iS. Stet) 
g. Charter, to be subscribed 
and acknowledged 113 
10. Charter to be filed. Copy 
to be evidence . 113 
11. Date of corporate life. 114 
Art. 3. Powers and Duties. 
12. Powers II4 
13. Rights saved as pene: re- 
peal. II4 


14. Change of name or Heeb 
of directors, when valid . 115 
15. Change of name to be pub- 


lished . Sapee ls 
16. Quorum. Vacancies. An- 

nual elections . 115 
17. Officers, oath of office ETS 


18. By-laws, how adopted and 
changed . . )-)paseueemnai 
Ig. Directors, increase in num- 
ber . . 116 
20. Failure to elect ame ne ee ; 
solve Bet se shiyes CS 
21. Religious corporations, pow- 
ers of trustees 5: ep SG 
22. Duration, how extended . 116 
23. Property, limitation upon 
use of . . . Een 
24. Debts of members may be 
recovered. .) = a= leurenaaig 
25. General office to be within 
the State . rig iy 


Art. 4. Miscellaneous Provisions. 
26. Misnomer does not defeat 


gifts, etc... «| (ce 

27. Lands, how conveyed Be 

28. Records to be evidence. . 118 
Art. 5. Dissolution. 

29. How ordinarily effected. . 118 


30. Failure to operate dissolves 118 
31. Directors to be trustees . . 118 
32. Trustees, liability of . - 118 
Art. 14. Religious Corporations. 
33. How incorporated. Trus- 
tees cannot interfere with 


spiritual officers . Ig 
34. Charter, contents of . . . 11g 
Taxation. . . .) oe 


KENTUCKY: 


CONSTITUTION. 


1. Cestui que trust. No special 
charters . 120 
2. Constitution to be eee 120 
3. Limitation upon business 
and real estate . . 120 
4. Office and agent obligatory 120 


STATUES: 
Chap. XVII. Religious Societies. 
5. Grants valid. . . 121 


6. Charity not aerated re 
want of trustee . aaa 
7. Limit upon real estate E21 


8. Trustees to be appointed by 
beneficiary . - 0eueien 
g. Trustees, powers . 121 
10. Schism or division, rights of 
parties . - 122 
II. Dissolution, title, in whom 
vested . 122 
12. Sale of property for reinvest- 
ment ete) 


Chap. XXXII. Corporations, Pri- 
vate. Art. I. General. 


13. Office and agent obligatory. 
Penalty; 5 <)iias tsk lsnifet eee 


SYLLABUS oF Laws. 


XXXiii 


Art. VIII. Religious Institutions, \ 16 By-laws. Limitation upon 


14. How incorporated. Con- 
tents of articles. . . . 123 
15. Certificate validates incor- 


POWEISsE ae) wot « 124, 

17. Amendments, how effected 124 

18. Provisions of general law 
not applicable, except as 


poration. Powers. Trusts FOSSPED Eee ie yal ahs IZA 
BIOtECtEM: 5) tees Leuba le B2S Taxation . . 561 
LOUISIANA. 
CONSTITUTION. Chap. LIT. Dissolution. 


1. Powers of General Assem- 
urea esti of We, cathe < TZ 
2. Limitation on business and 


FPANEStatGue wie bier). I25 
3. General laws to be enacted 125 
CODE. 


Title X. Of Corporations. 
I. Nature, etc. 
AaEWO-ClASSES.. ss «ot 2 125 
5. Religious corporations de- 
BNC O ie bs cian « £26 
Chap. If. Rights, Incapacities, etc. 
6. Authorization and name. 126 


Chap. 


PmiPOWEIS 40 6 ss. «+ 6 +20 
SempuccessIOn 9. . « « « « 126 
g. Estate and power vested 
only in corporation . . 126 
10. Right to elect officers . . 126 


11. Officers, duties and powers 127 
¥2, Majorityrules . . . . . 127 
13. Unauthorized corporations 


14. How dissolved... . . 127 
REVISED LAWS. 


Corporations for Religious Purposes, 


etc. 
15. How incorporated. Con- 
tents of act. Approval 
and record aot 128 
16. Procedure in case district 
attorney refuses . . . 128 
17. Amendments, how made . 129 
18. Powers . . este 129 


1g. Additional powers. . . . 129 

20. Limit of value upon prop- 
erty. Bequests 2 articulo 
WRORESH Titration fot tat e190 


Alterations of Charters, etc. 
21. Alterations lawful . 
22. Alterations, how effected: . 130 
23. Procedure when district at- 
tommey refuses) iyi. seit, 130 


must act in name of indi- FasaOw Wak, ves, wed 6 EGS 
VIGMALG eho tl eels. ves E27, 
MAINE. 
CONSTITUTION. 4. Election of officers incorpo- 
1. General laws to be enacted. rates. Name » 134 
Exceptions . . . . . 133 5. Powers. Limitation upon 
property. By-laws . 134 
2 SUSE 6. Meetings, how called. Offi- 
Title I. Chap. I. Rules of Construc- cers. Assessors . . . 134 
tion. 7. Powers of moderator of 


2. Acts of incorporation are 
public acts. Time limit 
for organization . . . 133 
Title If, Chap. XII. Parishes and 
Religious Societies. 
3. Mode of calling a meeting 
toincorporate . . . . 133 


meeting =A) onieh: + 154 
8. When meetings may be 
GANGCA epee ci, Fin 4) L344 
g. Procedure in case assessors 
FECUSE Te crathvidl’s ieiiss)'¢ IGS 
1o. When no meeting for three 
Years) 5). ss wt 134 


XXXIV 


It. 


12. 


13. 


30. 


31. 


32. 


. Admission to parish . 
. Persons to be deemed mem- 
. 136 
. No person competed to Ge 


. Voters at parish enaees 
. Deacons of churches are 
- 136 
. Ministers and officers, oe 
a 37, 
. Power to convey certain 
5 ul 
. Records open to inspection 
. Treasurer may be appointed 


For what purposes may raise 
money. Assessments col- 
lectible 

Assessments may be levied 
on pews 

Payment enforced by ale a 
pews 


notice of intention not to 
occupy pew . 


. Insurance may be soatecal 


Application of . 


bers 
long to a parish. With- 
drawal. 
corporations . 
ers of. Limitation 
church estate limited . 


collector, and allow dis- 
count 


Meeting Houses. 


. How parish may become 
5 1G ys) 
. Appraisal of pews in case 
: . 138 
. Persons may incorporate to 
1 138 
. Owners may repair or dis- 


owner of pews . 


of dissent . 


hold a meeting-house 


pose of meeting-houses . 


. Appraisal and disposal of 


pews. Proceeds of sale. 
Taxes and agents . 
Proprietors dissenting enti- 
tled to their interest 
Owners of meeting-houses 
and pews may incorpo- 
ACE Hath ia pee Ue ae te 
Election of officers incorpo- 


rates. Name 


. 134 


- 135 


20 eawnlSs 
. Effect when pew owner gives 


- 135 


5 is 
. 136 


. 136 
. 136 


137 


tay 


— 


38 


4 1igXs) 


- 139 


. 139 


. 140 


33- 
34. 


35: 


36. 
37- 
38. 


39- 


40. 
4I. 


42. 
43. 


45. 


46. 


48. 


49. 
50. 


fits 


52. 
53- 


RELIGIOUS CORPORATIONS. 


Rights and powers . . 

Meetings of owners, how 
called . 

Division of time, different 
denominations may ob- 
tain. 

Division of amet procedure 
to obtain . 

Division, proportion at mi- 
nority to be appraised 

Division, expenses, 
paid ae 

Division, minority may oc- 
cupy their proportion . 


Title IV. Chap. XLVI. 
Corporations. 
Chap. XLVI applies to all 
corporations . 5 
Powers 4 
By-laws, content dea 
Officers hold over until suc- 
cessors are elected. Ma- 
jority of members may 
object to irregular elec- 
tion. 


how 


of officers, provisions . 
Clerk of corporation to file 
certificate of his election 
Existence of dissolved cor- 
porations extended for 
three years 


Meeting for incorporation, 
how called : 
Notice of the ne howe 
given j 

Manner of Sipaeece 

What estate may be held. 
Purposes . 

Charitable cornorieee nat 
to sue members or be 
sued by them 


Miscellaneous Provisions. 
Ministerial and school lands 
Particular denominations 
Taxation . 


. 140 


. 140 


. 140 


. 140 


Seay 
Bey 


. 141 


meetin 
Abin 
- 142 


. 142 
. Special mecca ee eleraen 
. 142 


_ 


42 


Bile? 
Chap. LV. Charitable Socteties, 


47. 


ele. 


. 143 


143 


. 143 


. 143 


. 143 


144 


- 144 
. 561 


Tt. 


2. 


SyLLaBus or Laws. 


MARYLAND. 


CONSTITUTION. 


Sanction of Legislature must 
be secured, except for five 


acres - 145 
General laws to be enacted. 
Charters repealable » 145 


STATUTES. 


4rt. XXIII. Corporations, Miscel- 


Janeous. 


3. Deeds may be acknowledg- 
ed by attorney . . 146 

4. Majority of board Palidates 
acts: . 146 

5. Copy of Slaw to be evi- 
dence . . 146 

6. Records. ence ae 
ment - 146 

Formation. 

7. Who ee Pur- 
poses . 146 

8. Trustees are pee ey 

General Regulations. 

a. Certificate of incorporation. 
Contents. Limit of cor- 
porate life . . 147 

10. Certificate to be sainnitted 
to judge . 148 

11. Certificate to be ficaceidel . 148 

12. Record of certificate incor- 
porates : . 148 

13. Copy of certificate to ae evi- 
dence . . 148 

14. Amendments, how tdade - 149 

15. Fees. Endorsement by 
clerk of court - 149 

16. Powers, general provision. 
Regulations . . 149 

17. Succession : . 149 

18. To sue and be sued . 149 

Ig. Seal - 149 

20. Hold <a gad Gondrct 

business . . 149 
21. Appoint officers and aes 150 
22. By-laws, how made. Must 

be confirmed by mem- 

| 2 [1 RO Oper . 150 


23. 


24. 


. How incorporated . 
. Powers. 


Only charter powers to be 
exercised . 

Trustees to manage proper- 
ty and to be elected by 
members annually. No- 
tice of meetings . 


. Vacancies among trustees, 


how filled . 


. Failure to elect trustees does 


not dissolve or invalidate 


. Corporations subject to fu- 


ture legislation . 
Religious Corporations. 


Limitation upon 
mortgage and income 


. Succession to be by election 


and church usage . 


. Minister a member of cor- 


poration 


. Contests to be settled ae 


arbitration 


. Qualifications of voters aad 


officers. Name 


. Plan to be Seenuwietved 


and certified . 


. Plan to be filed with gleck 


of court 


. Amendments, how Saeed 
. Meetings. 


Quorum. Rec- 
ord. By-laws 


. Withdrawing members au- 


thorized to form new cor- 
poration 


. Trustees to convey Sie to 


corporation . 


. Majority vote of meciberd. 


Bill to be filed . 


. Contents of bill 
. Order of court, to show cause 
. Decree of court. Who may 


be receivers . 


. Receivers, powers of . : 
. Article XXIII applicable to 


all corporations. 


. Particular denominations 


SES Cok Set ee 


XXXV 


XXXVI 


RELIGIOUS CORPORATIONS, 


MASSACHUSETTS. 


CONSTITUTION. 


1. Powers of churches. Rights 


Title IX. Chap. XXXVIII. Of 


of members . 


STATUTES. 


Eye: 


farishes and Religious Soctettes. 


iS) 


General. 


. Religious societies to be bod- 


ies corporate. Powers 
and rights confirmed. . 158 
3. Existing societies, status of . 159 
4. Privileges of churches con- 
nected with religious so- 
cieties . - 159 
5. Membership fea its aie 
ties . ah - 159 
6. By-laws . 159 
7. Women and on encionts 
may be admitted as mem- 
bers. : - 159 
8. None but Haobes to ais. 159 
g. Annual meeting. Officers 
to be chosen. . 160 
10. Moderator, clerk, etc., now 
chosen . A gg HED 
11. Prudential Lets who to 
manage . 160 
12. When justice may eee 
ing . . 160 
13. Warrant for “eine bee 
to contain 160 
14. Meetings, how wanaed 160 
15. Who to preside. Officers, 
how sworn aL 
16. Moderator’s powers. Dis- 
orderly conduct, how 
punished . . 161 
17. Choice of collector . 161 
18. Filling of vacancies 161 
Ig. Objects for which money 
may be raised 161 
20. Taxes to be assessed on 
property 162 
21. Corporations and Hise ae 
toybeytaxed 0 see O? 
22. Collection oftaxes . . . 162 


23. Pews may be taken down 


24. Parishes are societies . 


or house sold 


. 162 
= 162 


Religious Societies as Corporations. 


25. How incorporated. Powers 162 


26. 


OT. 


Mode of calling first meet- 
ing. .. 5) ee 
Application to justice. Or- 
ganization secures incor- 
poration 


. 162 


~wiG3 


Corporations of Profs ee Meet- 


28. 
29. 


30. 
31. 


32. 


33: 
34. 
35- 
36. 
37- 
38. 
39- 
40. 
4I. 


42. 


ing-houses. 


How incorporated. Powers 

Amount of estate which 
may be held . 

Copy of record to be left 
with town clerk. 

Money may be voted for 
alteration . sans 

Any religious society may 
raise money for altera- 
tions ° 

Meeting to vote alterarione 
how called 

Assessment and collecrad 
of money . . 

Sale of pews for non- aes 
ment of assessments . 

Affidavit of notice of sales 
made evidence . 

House may be sold or pews 
taken down . : 

When pew owner not en- 
titled to compensation 

Assessments on pews 
houses built after 1845 

Assessments on pews in 
houses built prior to 1845 

Pews to be purchased at 
appraisal . 

Powers, etc., of corpotdtiane 
which comply with pre- 
ceding sections . 


in 


. Pews to be personal estate 
. All corporate powers subject 
. 166 


to alteration . 


163 


- 164 


- 164 


. 164 


. 164 


- 164 


. 164 
. 165 
= 105 
. 165 
. 165 


. 166 


166 


. 166 


. 166 


166 


SyLLaBus oF Laws. 


Chap. XXXIX. Of Donations for | 68. Decree of dissolution to be 


45. 


46. 


47- 


49. 


65. 
. Jurisdiction of court . . 
67. 


. Powers 

. By-laws 

. May convey had 
. Time-limit tor organization . 
. When and how justice may 


Pious Uses, etc. 


Deacons, church wardens, 
etc., made bodies corpo- 
“te 2 sha ae 

Ministers, when to be joined 
in body corporate . 

Ministers may take in suc- 
cession any parsonage 
land 


. Conveyance not welid with: 


out consent of church, etc. 
Conveyance by minister, 
when valid 


. Committees of audit with 


deacons. 
deacons 


Suits against 


. Limit upon income 
. Unincorporated societies 


may hold donations and 
elect trustees 


. Any societies may appoint 


trustees and make rules. 
Vacancies 


. Chap. CV applies to ke cor- 


porations . 


. Existing corporations, adie 


of 


. Acts of Sieorpocation since 


1831 subject to alteration. 
Rights and reservations 


calla meeting . 


. Powers of corporation at 


special meeting . 


. How dissolution may be 


secured 


. Existence of disckeed cor- 


poration continued for 
three years '. 
Receivers may be appointed 


Receivers, powers and du- 
ee eee 


reported to secretary of 
r7t 


commonwealth . 


XXXVIi 


Chap. CVI. Formation of Corpora- 


69. 
79. 


71. 


72. 


tions. 
Notice of meeting . 
Organization, how effected. 
By-laws 
Certificates of organization 
and incorporation . 
Elections of officers. Agents 


Chap. CXV. Of Associations 


81. 


82. 


. Notice of meeting . a Ns 
. Election of officers and 


Charitable Purposes, etc. 


. How incorporated . 

. Purposes . 

. Contents of seared 
. Organization. 
. By-laws 

. May have trustees eee 


Fee 


of directors 


. May hold property, pad re- 


ceive gifts. 
property 


Limit upon 


. Existing corporations may 


adopt provisions of this 
chapter 

Form of certificate of eae 
ization. Certificate to be 
evidence . 


Appointment of Trustees. 


Trustees may be moet 
Powers 


Incorporation of C h ae, 


. Churches may be incorpo- 


rated 


standing committee 


. By-laws 
. Standing committee to cer- 


tify organization. Fees 


. Members and voters . 
. Deacons may convey trust 


estates to church 


. Religious societies may con- 


vey estate to church . 


aE 


XXXVili 


gl. 


92. 


93- 


94. 


WN 


Ou 


com! 


Io. 


II. 


15. 
16. 


Restrictions on Real Estate. 
Time-limit as to restrictions 
on real estate not appli- 


95- 


RELIGIOUS CORPORATIONS. 


Extinct Churches. 


Records to be delivered to 
clerk of town 


- 179 


cable to religious gifts . 178 
Collection of Taxes. Grounds of Religious Associations. 
Taxes not to be assessed on 96. Bounds for annual sessions, 
polls or estates except how defined . - 179 
pews - 179 | 97. May appoint officers of he 
Sec. XXI, Chap! XXXVIII, peace . Reg hse) 
repealed es = E79 | 1o8. Pines, dimit aunt . 180 
By-laws. gg. Powers, limit upon . - 180 
Religious societies may 100. Particular denominations . 180 
make by-laws . 179 Taxation . 5502 
MICHIGAN. 
CONSTITUTION. 17. Annual meeting, time how 
. General laws to be enacted 181 changed. Notices ~ 185 
. Time-limit of charters . 181 | 18. Election of trustees, time of 186 
. Limitation on real estate . 181 | 19. Stated hearers to be voters 186 
. Notice of alterations of char- 20. Clerk to register stated 
TEES ee ee ne . 181 hearers . 186 
STATUTES. 21. Trustees not to fix salary of 
Churches, etc. minister . 186 
. How incorporated . 181 | 22. Real estate, how solu . 187 
. Minister may be president. 23. Notice of application for 
Qualifications of voters . 182 order of sale. + elegy 
. Notice of election . . . 182 | 24. Real estate to be held in 
. Inspectors of election. Cer- trust : . 1oF 
tificates of trustees. 182 | 25. No church office to hei 
. Certificates to be acknowl- property as such Behiyy 
edged and recorded . 183 | 26. No ecclesiastical law or cus- 
Common seal. Trustees to tom to affect the tenure of 
take ro of prop- real estate . 188 
erty . : : 183 | 27. Certain devises, etc., ve 
Rights and powers oor trus- unless made to corpo- 
tees. Limit upon real ration . . 188 
estate . . 183 | 28. Existing societies conkreiem 
. Powers of trustees Srecntee subject to this act. Va- 
erty. Limitations . 184 cancies. Reincorpora- 
. Trustees to manage tempo- tion after dissolution . . 189 
ralities . . . . 184 | 29. Act applies to all fe 
. Officers of testes Duties societies . < eateD 
of clerk : 185 | 30. Howcorporations ee unite 189 
Trustees, meetings. Presi- 31. Record of articles incorpo- 
dent to have casting vote 185 rates. Powers . . «+ 190 
Trustees, term of office. 32. Property of dissolved cliveee 
Annual election of full controlled by denomina- 
[ORIG So Bb - 185 HOM G5! Mas GN - IgI 


SyLLabus or Laws, 


33. By-laws for registration of 


voters . + 19k 
Appointment of Trustees, etc. 
34. Trustees for the denomina- 
tion, how chosen . . . IOQI 
35. Other acts repealed . . . IgI 
36. Legal organization presum- ~ 
ed after ten years . 192 
Change of Name. 
37. How changed . 192 
38. Certificate of vote . 192 
39. Mecord of certificate vali- 
dates change 192 
Incorporation of Ecclesiastical 
Bodies. 
40. How incorporated . - 192 


41. Corporation may hold prop- 
erty. Limit. Purposes 193 
42. Report on property. Name, 
how changed - 193 
Exercise of Corporate Powers by 
Religious Associations. 
43. How incorporated . 103 
44. Certificate of election when 
recorded to be evidence 
of incorporation - 194 
45. Seal. Powers. Conveyances 194 
Chap. CLXXXII. Incorporation 
of Presbyterian Churches. 


46. Certificate of Sani 


contents of - 195 
47. Record of Seecate incor- 

porates 195 
48. When only one om 

elders to be members 196 
49. Who to be members of cor- 

poration. visite. .s 196 
50. Corporation without officers 

not to be dissolved . 196 
51. Existing corporations may 

organize under this act . 196 
52. Powers : - 197 
53. May erect suwalies, eters. 197 
54. Salary of minister. . . . 197 


Chap. CXCI. General Provisions. 
Rope OWELS (iets a8 lettin’ ta) s) LOZ 


XXxXix 


56. By-laws, contents of . . . 198 
57. First meetings. . . . . 198 
58. Special meeting may be 
called by justice - 198 
59. Meetings by unanimous con- 
sent valid. - 198 
60. Consent meetings, powers 
Gao aes) el caine a 196 
61. Power to hold lands. 
Amendments to articles . 
62. Dissolved corporations to 
continue three years . . 199 
63. Charters since 1839 may be 
repealed. Exception . 199 


Title XXXII. Chap. CCLXXXII. 
Voluntary Dissolution, etc. 
64. Provisions for dissolution, 
etc., inapplicable to reli- 
gious corporations. - 200 
Chap. CLXX a. Religious Societies, 
ele. 


199 


65. Who may incorporate . 200 
66. Record of articles re) 
rates : . 200 
67. Articles, contents oe . 200 
68. Powers. Limit and purposes 
of property Zor 


Chap. CLXXVIII. Religious Con- 
Serences, ete. 


69. How incorporated . . 201 
70. Limitation upon property. 
Taxation . REZOL 
71. Report of affairs . 202 
72. Articles to be filed, and are 
evidence . . . 202 
73. Articles, contents Ra Can. 
ditions of trusts. . 202 
Chap. CLXXVITIa. Corporations 


Jor Religious Knowledge, etc. 


74. Who may incorporate . 202 

75. Method of incorporation. 
Articles to be evidence . 203 

76. Articles, contents of . - 203 


77. Limitations upon property. 
Property in other countries 203 

78. Church building only, non- 
xeblG ss!) . 8 es TOR 


xl RELIGIOUS CORPORATIONS. 


79. Loan, gifts and trusts . 204 
80. Trustees, election and terms 


of office . 204 
81. Records to be Kepk . 204 
82. Powers, By-laws . . 205 


83. Failure to elect trustees does 
not impair. Vacancies 205 
84. Method of reincorporation . 206 
85. Corporations existing under 
Chap. CLXXVIII may 


Chap. CLXXIXa. Bequests. 
88. Bequests for minister’s sala- 
ry, how held. Limit. . 207 
Reorganization of Religious Corpo- 
rations, etc. 
89. Charter, how extended. Ex- 
ceptions . 208 
go. Powers and iabiieest . 209 
gi. Particular denominations 209-10 
g2. Limit upon number of trus- 


reincorporate . 206 tees in large churches . 209 
86. Articles, how amended . . 207 | 93. Amendment of articles . .. 210 
87. Reports to state officers . . 207 Taxation . . 562 
MINNESOTA. 
CONSTITUTION. 18. Salary of minister to be 
1. Definition of corporation . 211 fixed by church 


z. General laws to be passed . 
STATUTES. 
Chap. XXXIV. Title IV. Relig- 
zous Corporations. 
(Z) Organization by trustees. 


211 


3. How incorporated . 5 Phin 
4. Election of president. Qual- 
ifications of voters . 211 


5. Notice of election tobe given 212 
6. Meeting for election, how 
conducted. Certificates 
of election . 212 
7. Certificate to be decorated 22 


8. Seal, and custody of prop- 


erty . Oo igo oo 2A 
g. Powers. Limit upon prop- 

erty . aetna cna obi 
to. Repair and erection of 

churches . a erZl 
11. Regulations for manage- 

ment é 2g 
12. Treasurer and Sens 213 
13. Special meetings. tte 

a quorum 5 Big} 


14. Term of office ee ans. 
Annual elections w213) 
15. Notice of new elections. . 214 
16. Qualification of voters after 
first meeting . . 214 
17. Register of stated bees to 
be kept . 214 


- 214 
Ig. Real estate, how disposed of. 


Definition of society . . 214 
20. Prior incorporations con- 
firmed. Reincorporation 
after dissolution . 216 
21. Descent of property in the 
trustees . 216 
22. Denominational voles eee, 
control choice of trustees, 
and such trustees may be 
corporations . 2 ZIG 
23. Elders, deacons, etc., may 
be trustees a7, 
(2) Organization by eee aes 
24. Howincorporated. Articles, 
powers, etc. . Ce 27/ 
25. Corporations may reorgan- 
ize under section 231. . 218 
26. Defective articles of incor- 
poration legalized . - 219 
27. Incorporation of existing 


churches . . 219 
(z) Organization by adoption of 
articles. 


28. How incorporation secured. 220 
29. New corporation succeeds 
to property. Evidence . 220 
30. Powers. Disposition of prop- 
erty . oy a 22rd 
31. Prior by-laws in ee Fe 2 


32. 


33: 


SYLLABUS oF Laws. 


Appropriations and con - 
tracts, limit upon 7 222 
Right in pews unimpaired . 222 


34. Prior laws not affected by 


52. 


incorporations 
. 228 


Incomplete 
legalized . 


Title VIIT. General Provisions. 


this act i222 (4) Lncorporation, etc. 
(5) Lncorporation by dratery, etc. ) 53. Form of State certificate of 
35. Incorporation of synods, incorporation, Evidence 229 
etc., authorized . 222 | 54. Certificate for companies 
36. Resolution, contents of . 223 already incorporated. . 230 
37: Certificates to be filed and 55- Approval of attorney-gen- 
issued . 223 eral . 230 
38. Amendment of eecoitiane 56. Amendments of aiicle: Ex. 
of incorporation 224 tension of term . 230 
39. Failure to comply with sec- 57. Powers of corporations. 
tion 3063 does not invali- Meetings outside State. 
date » + 224 Failure to elect officers. 
40. Powers and limitations + + 224 Classification of directors. 231 
41. Cannot incumber trust prop- 58. First meeting » 231 
erty . . 225 | 59. When meeting “he ie 
42. Amount of ee tae called by justice of the 
to limitation. Meetings peace . 232 
outside State . 225 | 60. Such meeting can Oat 
(7) Miscellaneous Provisions. all business 232 
43. Amendment of articles . . 226 | 61. Meeting by unanimous con- 
44. Amendments to be entered seut valid . 232 
of record . 226 : s 
45. Consolidation authorized . 226 a ena: 
46. Resolutions to be adopted 62. Dissolution, how secured 232 
by the churches 226 | 63. Dissolved corporations to 
47. Joint worship for eight Sab- continue three years . . 232 
baths E 227 | 64. Receiver, how appointed . 233 
48. Powers of new Guehowabion © 227 | 65. Jurisdiction of court . 233 
49. Irregular incorporations 66. Powers of receiver 233 
legalized . . . 227 | 67. Balance to be distributed 233 
50. Proceedings to change , 
name legalized. . . 228 Miscellaneous. 
51. Articles void for informality 68. Particular denominations . 234 
confirmed . 228 PAMAUOM Wee se ual ails. 6 GOR 
MISSISSIPPI. 
CONSTITUTION. STATUTES. 
1, General laws to be enacted. 235 Chap. V. Appeals. 
2. Charters to be recorded. . 235 | 5- Appeal bonds, how executed 236 
3. Bequests of real estate to re- Chap. XXV. Corporations. 
ligious uses void . . . 235 | 6. Incorporation authorized 236 
4. Bequests of personal estate 7. How incorporated. Ap- 
to religious uses void. . 235 proval of governor . 236 


8. Procedure in case of renewal 237 
g. Charters to be recorded. . 237 


10. Limit of corporate life. Pow- 
ers. First meeting 1 237; 
11. Limit of property . . 238 


. Informal organization not a 
defense. 1238 

Execution of bonds in suits. 238 

Dissolved corporations to 
continue three years . . 238 


roe 
14. 


RELIGIOUS CORPORATIONS. 


15. Religious societies may or- 
ganize by ai trus- 
tees. 


16. Limit on real estate of relig- 


. 239 


ious society . . 239 

17. Chapter applicable to all 
corporations . - 3239 
18. Mortmain restrictions . 239 
Taxation. . suse OS 


MISSOURI. 


CONSTITUTION. 


1. Liberty of worship cannot 
invalidate contracts . 240 

2. General laws to be enacted. 240 

3. Limitation on powers and 
real estate ... . 240 


STATUTES. 


Chap. XLII. Corporations, private, 
Art. I. 


4. First meeting . . . 240 
5. Justice of the peace en fai 
a special meeting . . 241 
6. Who may preside at special 
meeting 
7. Election of Sites tose) 
provision when not held 
at proper time - 241 
8. Failure to elect directors 
does not dissolve . 241 
g. Directors to appoint officers 241 
. Articles of incorporation to 
be filed. Date of corpo- 
rate life . 241 
11. Amendments to saaeles of 
incorporation. Construc- 


Organization, etc. 


tion of act AZ 
12. Certificate not to issue to 
corporation, when . . 242 
13. Powers Me Nee zAS 
14. Existing corporations may 
accept provisions 5 wale) 
15. Majority validates acts . 244 
16. Dissolution. Directors to 
DENtKUStees), eke) sea: 
17. Lands, how conveyed . . 244 


18. Corporations may sue mem- 
bers, when and how ,. 
Suits, where commenced 
Notices, etc., how served 
Records of corporation evi- 
dence, when. 
Name of old may be alles 
by new corporation 
This article not to extend to 
what 


Art. Io. 


24. How incorporated . 
25. Articles to be submitted to 
circuit court. Certificate 
to be the charter 
What associations may in- 
corporate . 
Charters, how amoneeel 
Dues collectible. Individual 
liability 
May be formed to execute 
trusts 
What meena nce: not io in- 
corporate. Exception for 


19. 
20. 
20s 


22. 


23. 


26. 


yf) 
28. 


29. 


30. 


. 245 
. 245 


- 245 
Religious Associations. 


. 246 
. 246 


» 247 
. 247 


» 247 


. 248 


building purposes. . . 248 
31. Records to be kept . 248 
32. By-laws. New members. 


Removal of officers 
May acquire property, how. 
Application of income 


33: 


. 248 


. 249 


34. Quo warranto proceedings. - 
Receiver . at!) Reak249) 
35. Existence of corporation 


may be established when 
record is lost. 
Taxation: 2\i/ 269) i eee 


. 25a 


563 


SyLLagus or Laws. 


MONTANA. 


CONSTITUTION. 
Article 15. 
1. General laws to be enacted. 
Repeal. i252 
2. Charters repealable . 252 


CODES AND STATUTES, 1895. 
Code of Civil Procedure. Part Il. 
Title VI. Voluntary Dissolution 
of Corporations. 

3. Dissolution, how effected . 252 
4. Application, contents of. . 252 
5. Application to be signed 

and verified . 
6. Application to be filed and 


» 253 


notice to be published 253 

7. Objections, filing of . 253 

_ 8. Application, hearing of . . 253 

g. Judgment roll. Appeals . 253 
Civil Code. Div. lI. Part IV. 


Title I. Chap. I. Formation of 

Corporations. 
Corporations defined and 
how organized. 


Art. z. 


Io. 
II. 
12. 


How incorporated . . 253 
Purposes . - 254 
Legislature, power Bf over 
charters 
Name. Mistake in name 
not to invalidate instru- 
ments . . ees 
Extension of eargerte life. 254 
Prior corporations not af- 
fected. Previous laws 
repealed . 2 255 
Articles of incorporation, 
definition... . « - 255 
Articles, contents of . » 255 
Articles, additional facts . 255 
Articles, to be subscribed 
and acknowledged » 255 
Articles to be filed and re- 
corded. Certificate of 
incorporation « + 255 
Articles, copy of, to be evi- 
@emc@ « ss ss 5 4 256 


- 254 
13. 


14. 
15. 
16. 
17. 
18. 
19. 


20. 


21. 


| 22. Articles to be filed with 
. 256 


county clerk . 


xliii 


Art. 2. By-laws, Directors, Elections 


and Meetings. 


23. By-laws, how adopted e257 
24. Directors, election of. e257 
25. By-laws, contents . oe TY 
26. Book of by-laws. Amend- 
ment and repeal . 258 
27. Directors, board of, must 
control. Quorum. Va- 
cancies . 258 
28. Directors, when to he first 
BlECtEG a tet ia is - 259 
29. Elections, votes at 259 
30. Directors, organization of. 
Officers. Majority gov- 259 
erns 259 
31. Directors, removal of. 259 
32. Meeting, by order justice of 
the peace. : 260 
33. Elections, postponed . 260 
34. Elections, complaints as to . 260 
35. Meetings by unanimous 
consent valid 260 
36. Meetings by consent com- 
petent for business . 260 
37. Meetings to be held at place 
of business “201 
38. Special meetings, how called 261 


Chap. III. Corporate Powers. 


Art.1z. General Powers. 
39. Powers » 26% 
40. Powers, limitation upon. . 261 
41. Limit of time for commenc- 
ing business . . 261 
42. Real property, limit upon . 262 


Art. II, Examination of corpo- 


43. 


rations, etc. 
Legislature, powers of. Re- 
peal does not affect lia- 
bility 


~ -262 


Chap. IV. Title I. Extension and 
Dissolution of Corporations. 
44. Dissolution, how effected . 


262 


xliv 


45. When dissolved, directors 
to be trustees . 262 
46. Extension of corporate life. 263 
47. Provisions applicable to all 
corporations . . 263 


Title VII. Art.z. Religious, Social 
and Benevolent Corporations. 


48. Who may incorporate . 263 
49. Resolution authorizing trus- 
tees to incorporate. = 203 


RELIGIOUS CORPORATIONS. 


50. Articles to be filed and re- 

corded . , . 264 
51. Articles, additional enue 264 
52. Synods, etc., how incorpo- 


rated . 264 
53. Sale and ee. oF wae 
erty. . 265 


Div. If. Part IV. Title VI. 


Chap. I. Execution of Wills. 


54. Mortmain restrictions . 265 
Taxation . . . eee 


NEBRASKA. 


CONSTITUTION. 
1. Church support not obliga- 
tory. Protective laws to 


be passed. . 267 
2. General laws to be enacted. 267 
STATUTES. 
Chap. XVI. Corporations. Trus- 
tees of Endowments. 
3. How incorporated . . 267 


4. Changes in application, how 
effected . 268 
5. Terms of office, etc. . 268 
Religious and other Societies. 
6. Election of trustees and 
clerk by church usage. 


Synods, etc., how incor- 

porated 269 
7. Record incorporates . 269 
8. Powers of trustees. . . . 270 
g. Officers. By-laws 270 
Io. Trustees, vacancies and 

quorum 270 


General Provisions. 

Ir. Provisions may be accepted 
by all corporations. Re- 
ligious corporations need 
not publish annual ex- 


hibit =) af 
12. Assets to be emplaged in 
accordance with charter . 271 
13. Failure to elect officers, how 
remedied . eT T 
14. Real estate, how sold or 
mortgaged 271 


| 24. Public notice _. <)oame 


15. Parties in interest to be noti- 
fied. Burial places ex- 


cepted . B72 
16. Dissolved corporation, rae 

tees of . = 272 
17. Title passes to trustees ee7ae 


18. Trustees subject to court of 
chancery . - 273 
Ig. Construction of chaplen as 
to dissolution - 273 


Corporations. 


20. Powers (273 
21. Powers above came vest 

in every corporation . . 274 
22. Articles of incorporation . 274 
23. Failure to organize dissolves 274 
- 274 
25. Contents of notice  27e 
26. Commencement of business 275 
27. Changes, how effected . . 275 
28. Dissolution, consent of two- 

thirds of members neces- 


sary for . 275 
29. Conveyance of laa 2 275 
30. Arrears of dues . 275 
31. Effect of violation . NaS 


32. Closing business « eg 
33. Want of legal organization, 
no defense » aegis 


Churches, etc. 


34. Denominations may incor- 
porate . as eg eS 
35. Persons incorporating . . 276 


SyLiasus oF Laws, xlv 
36. Articles to be adopted, sub- 40. Public notice - - 277 
scribed, and recorded . 276 | 41. Vested rights not apie eh 
37. Who are the corporators  . 277 Public Lands. 
38. Denominational _corpora- 42. Purchase by church . 278 
tions subject to other acts 277 LLP ES OER 
Change of Name. 43. Purchase by church . . 278 
39. How effected Zen Taxation . - 564 
NEVADA. 
CONSTITUTION. 6. Powers : . 280 
1. General laws to be enacted. 279 | 7. Real estate, sale of . 280 
2. Dues collectible. Individual 8. Lands, etc., to descend . . 281 
liabilities . : - 279 g. Real estate, limitation cor 
STATUTES. to. Annual reports . oP enzat 
Religious Associations, etc. 11. Existing incorporations not 
3. How incorporated . - 279 affected by repeal of prior 
4. Trustees, certificates of . . 279 ACLOEe Meh ate vhs es, 2 
5. Acknowledgment of certifi- 12. Particular denominations . 281 
cate. . 280 Taxation . - 564 
NEW HAMPSHIRE. 
CONSTITUTION. Powers. 
1. Parishes authorized to em- 8. Corporations may raise 
ploy Protestant teachers. money from members 284 
All churches to elect their Dissolution. 
own teachers and to be g. Dissolution of corporations, 
protected. Contracts how decreed . . 284 
with ministers valid . 282 | 10. Corporation to file copy of 
decree . . 284 


STATUTES. 
Title XVITF. Chap. CXXXVII. 
Conveyance of Real Estate. 
2. Church lot cannot be taken 
by occupancy . 283 


Title XX. Chap. CXLVITI. Volun- 
tary Corporations. Formation. 


3. How incorporated . . 283 
4. Articles, contents of . . 283 
5. Corporate name. How 
changed . : «6283 
6. Articles to be recorded. 
Beginning of siainibas 
life . . 283 


7. By-laws, etc., of ae be 
come those of corpora- 
tion . . 284 


1. Corporation to lodge records 284 


Chap. CXLVIII. General Powers 
of Corporations. 

12. Powers vested in all corpo- 
EAOUSr mee. fails fs, <7 265 

13. General powers. 

14. First meeting, how called 4 

15. Action at first meeting . . 285 

NGS BVlAWSils ole peo fay at 2.285 


17. Contracts . : 286 
18. Real and personal” estate 
limit 286 
Ig. To take mortgages 286 
20. Clerk, place of office. 286 
21. Clerk’s duties 286 
22. Records, etc., to be open to 
inspection = 207 


xlvi 


23. Copies of records. . . . 287 
24. Penalty for refusal of copies 287 


25. Annual meeting, date 
changed . Ada tey/ 

26. Meetings, special, how 
called . Ab Hh wba 2.017) 

27. Meetings, special, how 
warned 4 247 


28. Dissolved corporations con- 
tinued for three years . 287 

29. Charters may be repealed . 288 

30. Authority of the supreme 
court in dissolution, etc. . 288 


Chap. CLI. Religious Societies. 


31. Membership voluntary. 
Withdrawals. . 288 
32. Assessments and taxes . . 288 
33. Donations to umnincorpo- 
rated society ; limitation . 288 
34. Church officers, corporate 
bodies for certain pur- 
poses SB) o ne 24819) 
35. Ministers, etc., when 
deemed corporation . . 289 
36. Minister may hold parson- 


AGE OS ee hee 2OO 
37. Conveyance by trustees, 
when valid . 289 
38. Conveyance by minister, 
when valid . 289 
39. Churches empowered to 
choose committee of 
audit, etc. . 290 
40. Income, limit upon . 290 


41. Neglects or omissions not to 
affect society . 290 


Chap. CLIII. Sale, etc., of Meeting- 
houses. 


42. Meeting-houses, proprietors 
wen Gell a > lo ec 86 BOW 


RELIGIOUS CORPORATIONS. 


43. Meeting-houses, corporation 
may sell «. (ese 
44. House belonging to individ- 
uals, meeting how called. 290 
45. Proprietors may vote to sell. 291 


290 


46. Proceeds of sale, how 
divided sin ZOE 
47. If disagreement, division, 


how made 2 e2or 
48. Sale, how made, if foregoing 
provisions do not apply . 291 
49. Sale of occupied house, how 
made . t fem en Oe 
50. House owned by two or more 
societies, how sold. . 291 
Repairs and Modifications. 
51. Meeting for repairs, how 
called . = 292 


52. Public notice ys eege 
53. Meeting, course of pro- 
cedure . : . 292 
54. Pewholders, vote of - 292 
55. Lien upon shares of propri- 
etors . | ae eee 
56. Defaulting proprietor, inter- 
est may be sold. . 292 
57. Conveyance in case of sale, 
valid RUN ye AS 
58. Pewholder may convey in- 
terest - - 293 
59. Repairs by town . 293 
60. Dissatisfied pewholder - 293 


Chap. CCXX. Attachments. 
61. Pews are personal property. 293 
Chap. CCXXXII, Executions. 
62. Pews sold on notice to 

debtor, or notice left with 


town clerk . 294 
Miscellaneous. 

63. Particular denominations . 294 

Taxation . . 565 


NEW JERSEY. 


CONSTITUTION. 
1. Taxes, etc., cannot be levied 
for church support. » 295 
2. No gifts of public money 
allowed Vifew se) in team 5 


3. General laws to be passed . 295 


STATUTES. 


Z. General Provisions. JI. Powers. 


4. Powers specified . 295 


5 
J 
7 
} 
; 
] 
: 
: 
j 
} 


> 


ae 


5. 


14. 


15. 
16. 


17. 


18. 


19. 


21. 


Sy.Liasus or Laws. xvii 


Powers vested in every cor- 
FREANIGT tons  ol ta” « 290 


. Limit upon powers . . . 296 
. Charters may be repealed, 


altered or suspended by 
legislature... - 297 


. Corporation sole has ‘all 


powers granted in general 
oo a . 297 


. Company enna intact 


any general law has all 
the powers granted in 
SHOT AEED Bohs ta = ne 2OF 


II, Formation. 


. Purposes of formation . . 297 


. Remedies. 1. Against the Cor- 


poration. 


. Directors to be trustees on 


dissolution . .. . . 298 


. Powers and liabilities of 


such trustees. . . . 298 


. Continuance of core ate 


existence for settling up 
BESVRESSrrae ee ats) <5 2.200 
On dissolution directors 
may be continued as 
trustees, or a_ receiver 
may be appointed. . . 298 
Chancellor has full jurisdic- 
Rewer eee a) 0 2D 
Receivers to pay debts and 
distribute balance among 
stockholders. . . . . 299 
Dissolution of corporation 
does not abate suits . . 299 
Provisions relative to insol- 
vency do not apply to 
religious societies . . . 300 


Miscellaneous. 


Any corporation may 
change itsname . . . 300 


. Change not effected until 


certificate actually filed. 
Liability and pending 
suits not affected . . . 300 
Corporation may remove 
principal office . . . . 301 


22. Foreign benevolent corpora- 
tions may hold land in 
fs State ies. Vets? « $OE 

23. Corporation not to assume a 
name already in use . . 302 

24. Religious and_ charitable 
associations may file pa- 
pers without payment of 
FEESNE ed ater, wes Kis, 302 


2. Religious Societies. 
(a) Incorporation, Powers, etc. 

25. Meeting for incorporation 

and election of trustees . 302 
26. Name certified and recorded 303 
27. Power to hold property . . 303 
28. How board perpetuated. . 303 
29. President and his powers . 304 
30. Election of secretary and 


his duties. . . - 304 
31. Election of eee aaa 

his duties. . . » 305 
32. Power to sell and ooaee 

REAM ESE oh at to, e145 0% 
(4) Annual Meetings, Trustees, etc. 
33- Annual meeting . . + 305 
34. Majority of trustees must aie 

TUEHIBEES D braics! self rs, JOO 
35. Election of treasurer. . . 306 


36. May provide for election 
and number of trustees . 306 
37. Annual meetings, by whom 
and how called. . . . 306 
(c) Change of Name, Officers, etc. 
38. Change of name, how 
effected . . af en 307 


39. Certificate to be filed sux 307 
40. Proceedings to change 


Hawes. ic | - 307 
41. Change of anaes hy suet 
terms thereof . . . . 308 
42. May establish new depart- 
SCM gt aos Site 4a JOG 
43. Certificate to be filed . » » 308 


(2) Consolidation. 
44. Societies authorized to con- 
Soudstent “sua te) So) 6. 308 
AS. POWs a ee 509 


xlviti 


(e) Use of Trust Funds. 
46. Trustees have no power to 
divert property or reve- 
nues 
47. School funds of ‘chucks 
may be devoted to other 
religious uses » 309 


(f) Acquiring, etc., of Real and 
Personal Estate. 


7309 


48. Erroneous title, how cor- 
rected . : 

49. Recording of pean se 
idates title 5 Sue 

50. Name of corporation, oon 
changed . 

51. Individual os eee reqeaed 
to convey title to church 
when organization is com- 
pleted . 35 5 BG 

52. Trustees of Presbyterian 
church may convey estate 
to church . nate 

53. Trustees of any church may 
convey to church a Baz 

54. Trustees may sell church 
property and aoe valid 
title . 

55. Trustees have Noners to sell 
and convey lands, etc. . 313 

56. Trustees authorized to sell 
or mortgage church prop- 
erty . ay Mart Nome cian SS 

57- Application to chancellor 
for leave to selllands  . 313 

58. Chancellor to appoint trus- 
tee. Bond to be given . 314 

59. Reference to be made to 
master . - 314 

60. Report of sale . oe: 

61. Proceeds, investment of. . 315 

62. Trustees liable to account . 315 

63. Certain lands not to be sold 315 

64. Settlement of account of 
trustees - 315 

65. Reinvestment of proccess 
of sales of lands 316 

66. Authorized to increase 
amount or value of real 
or personal property . . 316 


CuSO 


5 Sua 


oI 


312 


RELIGIOUS CORPORATIONS. 


67. Resolution to be authenti- 
cated . 316 
68. Upon filing cane oa recite 
tion authorized to hold an 
increased amount of real 
and personal estate - 317 
69. Limitation upon amount of 
real and personal prop- 
erty. He S87 | 
70. May change cea ae Ses 
cipal place of business . 317 
71. Act how construed . . . 317 


(2) Of Conferences, Presbyteries, etc. 


72. Election of trustees ate 
73. Certificate of corporate 
name tobe filed . . . 318 


74. May receive and dispose of 
real and oo prop- 


erty . 2 52318 
75. Election of trustees in case 

of vacancy Ae siti) 
76. Election of president. - 318 
77. Election of secretary . - 319 
78. Election of treasurer . - 319 


Diocesan Conventions, Synods, etc. 
79. How incorporated . . 319 
80. Any presbytery may incor- 


porate . » 320 
81. Proceedings for ge ance 
tion . + 320 


82. Election of 1st fee State 
denominational organiza- 
tions  gzn 

83. Such denomaleeeem a. 
tees to become a ae 


corporate . - 321 
84. Power to hold and use re 
erty. - 321 


Religious Cie a Confi ater- 
nities of Clergymen, etc. 


85. How incorporated . . 322 
86. Who to be trustees 2322 
87. Succession of trustees «323 


88. Election and duties of presi- 
dent esses 
89. Majority validates ee etc. 323 


go. How revived + 323 
Miscellaneous. 

gi. Particular denominations . 323 

Maxation: 2). 2) i - 565 


SYLLABUS oF Laws, xlix 


NEW MEXICO. 


COMPILED LAWS. 


Title V. Corporations. Chap. I. For 


17. Dissolution does not take 
away liabilities. . . . 329 


General Purposes. Chap. II. For Special Purposes. 
2. Purposes. Extent of appli- 18. How incorporated. . . . 329 
cation. . - 325 | 19. Certificate 5) aan 2 i. 920 
3. Articles to be “hee Certifi- 20. Powers .. . 329 
cate. . . . - 325 | 21. By-laws invalid ir ce aed . 329 
4. Certificate to be evidence - 326 | 22. Real estate, how sold or 
5. Certificate incorporates. mortraredi ys) <2 + =i.) /s 330 
BOWES = +: » 326 Defects of Articles. 
6. Corporate powers ees in 
directors. Qualifications. 25.,How amended... . . 330 
Elections. . . . 326 | Application of Incorporation Law. 
7. Failure to elect directors, 24. Futurecorporations . . . 330 
how ae kei for . . . 327 | 25. Prior corporations. . . . 331 
8. Majority decides . . . . 32 ; E 
9. First pe a howheld. . a Extension of Corporate Life. 
10. Directors to be trustees upon 26. Howextended. . . . . 331 
dissolution . . . . . 327 | 27+ Certificate to be filed aun 
11. Dissolution, how secured . 327 secretary . . » 331 
12. Act applicable to all corpo- 28. Certificate to be fled ih 
rations. . . . 328 court. . . - 331 
13. Corporations carnal hare 29. Certificate to be evidence » 331 
same name or purpose . 328 Church Records. 
14. Fees . . . . +» « « « 328 | 30, When to be received as evi- 
PReOUlES «5 ks Soe ee es! CENCE mu name reli 332 
16, Articles to be eee 320 CANARIO ni '510 ale tsc4 wh ompiy SOG 
NEW YORK. 
CONSTITUTION. g. Amended and supplemental 
1. No preference to any reli- certificates . . . 335 
gion, . . . 333 | 10. Lost or destroyed cexh 
2. Corporations to be feared Gatesee nah. - 336 
under general laws . . 333 | 11. Certificatesand other Pye 
3. No State grants to be given asevidence. . . . 336 
orloaned. . . . . . 333 | 12. Prohibition of other fon 
STATUTES. statutory powers . . . 336 
General Corporation Law. 13. Grant of general powers. 
4. Classification of corpora- Election by-laws . . . 336 
THOUS) ewes Ls. op 28399 | 14. Limitation of amount of 
RemMeROIONG el 6, ide 9, «394 property of a non-stock 
6. Qualification of incorpora- Corporation) 54s « 337 


WEES ast is - 334 


. Filing and Shin ae exit 


cates of incorporation. . 334 


. Corporations of the same 


name prohibited . . . 335 


15. Acquisition of additional 
real property . . . «337 

16, Qualification of members as 
OLGES tall a ARs BE vale Geis oo) fm S07 

Wk EEORICSMEO Ta lelhis a suliey 0390 


18. Challenges : 
19. Effect of failure to Pe ae 
rectors . - 338 
20. Mode of calling ppecial fe 
tion of directors - 338 
21. Mode of conducting special 
elections of directors. . 338 
22. Qualification of voters and 
canvass of votes at spe- 
cial elections 5 0 BO) 
23. Powers of supreme court re- 
specting elections . - 339 
24. Quorum of directors and 
powers of majority - 339 
25. Directors as trustees in case 


- 338 


of dissolution - 339 
26. Forfeiture for non-user . 340 
27. Extension of corporate ex- 

istence . - 340 
28. Conflicting compere ine eat 

The Religious Corporations Law. 
29. General contents - 341 
Art.z. Provisions Applicable Gen- 
erally. 

30. Contents . - 342 
31. Short title - 342 


32. Definitions oy) ees wong Are 
33. Filing and recording certifi- 
cates of incorporation of 
religious corporations. . 343 
34. Property of unincorporated 
society transferred by its 
incorporation - 343 
35. General powers and duties 
of trustees of religious 
corporations . . - 343 
36. Acquisition of property “By 
religious corporations for 
branch institutions ; man- 
agement thereof - 344 
37. Acquisition of property by 
religious corporations for 
cemetery purposes ; man- 
agement thereof - 344 
38. Acquisition of property by 
two or more religious cor- 
porations for a common 
parsonage - 345 


RELIGIOUS CoRPORATIONS. 


39. Correction and confirmation 
of conveyances to relig- 
ious Corporations . . . 345 
40. Sale, mortgage and lease of 
real property of religious 


corporations . 2 56346 
41. Consolidation of incorpo- 
rated churches . = 347 


42. Judicial investigation of 
amount of property of re- 
ligious corporations - 348 

43. Corporations with governing 
authority over churches . 349 

44. Property of extinct churches 349 

45. Corporations for organizing 
and maintaining mission 
churches and Sunday- 
schools. 

46. Application of this chaptee 
to churches created by 
speciallaws. . . + 350 


= 35° 


Art. 4. See No. 107 seq. 
Art. 5. Incorporation of Churches 
of other Denominations. 


47. Contents . 2 S50) 
48. Application of ine amici = 35 
49. Notice of meeting for incor- 
poration + 351 
50. The meeting for ineoleor 
tion . - 352 
51. The certificate off ineoeeeree 
tion . 1/353 


52. Time, place ana néses of 
corporate meetings + 353 
53. Organization and conduct of 
corporate meetings ; qual- 
ifications of voters thereat 354 
54. Changing date of annual 
corporate meetings + 355 
55. Changing number of trus- 
tees . ye: » 355 
56. Meetings of trustees . 2 350 
57. The creation and filling of 
vacancies among trustees 
of such churches. . 356 
58. Control of trustees by cor- 
porate meetings of such 
churches. Salaries of 
ministers). 5 ".) <0 seis 


— °4eave- _ ° 


SYLLABUS OF Laws. 


Art.6. Incorporation of Unincor- 
_ porated Churches as a Union 
Church. 


59. Contents . «= « ae 

60. Joint meeting for the 22) 
poses of incorporation . 357 

61. Government of incorporated 
union churches. . . . 358 

Art.7. Laws Repealed, ae 
Ga Contents... i «4-~-. ~ 359 
Og. Laws repealed . . . . «359 
64. When to take effect . . . 359 


MISCELLANEOUS STATUTES. 


Benevolent, Charitable, Missionary 
Socteties, Etc. 


65. How incorporated, change 
of name and number of 
members... .« . 360 
66. Beate enecer ect 
Powers. Limit upon prop- 
ertyandincome .. . 361 
67. Election of trustees. Quo- 
tum. Vacancies. Re- 
striction upon sales, etc. . 361 
68. Failure to elect trustees does 
MOL GISSOLVE..5 Ja. js). 4. 5) 302 
69. Names of existing societies 
nottobeused . . . 362 
7o. Limitations upon property. 
Mortmain restriction . . 362 
71. Trustees liable for debts . 362 
72. Visitation by court. Annual 
inventory of aaa . 362 
Pay Powers §/ J, .* 6 - 363 
74. Amendment and sepa. - 363 
75. Trustees, how increased . 363 
76. Reincorporation and contin- 
AON or a fd Pens vals 1 =, S04 
77. Extension of corporate life . 364 
78. Churches, parsonages, etc., 
included in preceding act 


2 et: - 364 
79. Trustees, eeasietiacdicas ial 

Management . . - 364 
80. Act applicable to all socie- 

ties as» 305 


pon aio 
81. How incorporated. . . . 365 


li 
82. Powers. Limitations upon 
property. <i of 
sees ne ae GOs 


83. Vacancies in ey Pro- 
portion of lay members . 366 
84. Pews to be free. Mortgage 
provisions. 2>. ~ . 366 
Miscellaneous Acts. 
85. Supreme court may author- 
ize mortgages . . . . 366 
86. Mortmain restrictions . . 366 
87. Supreme court may author- 
ize sale or lease of prop- 


SES UE ee RR | 7 
88. Trustees to receive no emol- 
uments .. . . 367 


89. Supreme court may aie 
ize additional lands . . 367 
Dissolution of Religious Socteties, 
except in New York County. 
go. How dissolved. Disposition 
Gi proceeds. 1 .). . 367 
gl. Petition, what to contain . 368 
g2. When members may make 


the application. . . . 368 
Property of Non-business Corpora 
tions. 


93. Limitations upon principal 
andincome. Inheritance 
tax not applicable. . . 368 
94. Prior acts not affected . . 369 
Gifts for Charitable Purposes. 
95. Indefiniteness does not in- 
validate. Legal title, 
where vested 3 
96. Supreme courttocontrol . 370 


Statutory Construction Law. 
97. Short title ; extent of appli- 


CAMB chad jist =~ ) =. 370 
gS. Property. . - - . - «370 
gg. Real property. . . . . 370 
100. Personal aie se ER ya 
toi. Person .. . ee are 
102. (Seals) % > = a1 373 
103. Board ae of one 

EKSONN a tia 4 <.. Bey f 


104. Meeting ; quorum ; faa 
of majority . .. - «- 371 


lii RELIGIOUS CORPORATIONS. 


& 
105. Service of notice upon body 
or board yt 
Miscellaneous. 
106. Particular denominations . 372 


Religious Corporations Law. 
Art. 4. Incorporation of Reformed 
Churches, etc. 

107. Decision by a Reformed 
Dutch or Reformed Pres- 
byterian church as to sys- 
tem of incorporation and 
government . STZ 

108. Incorporation of ewance 
Dutch and Reformed 
Presbyterian churches 
under this article 373 


10g. Consistory of a Reformed 
Church in America; min- 
isters, how chosen . 2 373 

110. Reformed churches in 
America, changing sys- 
tem of choosing trustees ; 
minister, how chosen. . 374 

111. Reformed Presb. churches, 
changing system of choos- 
ing trustees, pew rents, 
and minister’s salary . . 375 


Taxable Transfers of Property. 
112. Bequests exempted from 
transfer tax . 
Taxation cope 
See, also, pp. ie and 575. 


+ 375 
. 566 


NORTH CAROLINA. 


CONSTITUTION. 
1. General laws to be enacted. 376 
CODE. 
Chap. XVI. Corporations. 


2. Powers 3 - 376 
3. By-laws to inioanes meee 
ings. : = 370) 
4. First meeting, hoe nenaed 
when not provided for 


specially . Sy 
5. Limit upon real estate - 377 
6. Corporation to continue 
three years after expira- 
tion of charter . 5. 3yH7 
7. How incorporated . Beye) 
8. Articles to be acknowledged 
and recorded - 378 
g. Clerk of court to give letters 
and publish notice. . 378 
10. Fees of clerk 5 eye 


11. Contracts for over $100 must 
be in writing . . 378 
12. Execution of conveyances 
What conveyances are 
void le. ch Sue) 
13. Powers and duties of the 
attorney general - 379 


j; 14. Limit of life, sixty years, ex- 


cept for debts - 379 
15. Failure to organize in two 

years forfeits charter . . 380 
16. Excess of real estate must 

be disposed of . . 380 
17. How dissolved . . 380 
18. Service of summons and 


notice of dissolution . . 380 
19. Chapter XVI. Applies to 
all corporations . . 381 


Chap. LIV. Religtous Societies. 


20. Donations to religious socie- 
ties to vest in them or 
their trustees. Real es- 
tate perpetually vested in 
church or in trustees. 
How mortgaged . 381 
21. Houses of worship on vacant 
lands to belong to society 
erecting them = ge2 
22. Religious societies and de- 
nominations may appoint 
trustees. Limit on real 
estate . 382 
23. Trustees may be removed 
and are accountable, etc. 383 


SyLLABus OF Laws. 


Miscellaneous. 


24. Allunincorporated churches 
made corporations . - 383 
25. Restriction on sale of liquor 383 


liii 


NORTH DAKOTA. 


CONSTITUTION. 


1. General laws to be passed . 384 
2. Cumulative voting permitted 384 
3. Can engage only in author- 
ized business. - 384 
4. Territorial laws recognized . 384 


LAWS. 
Chap. III. Corporations. Art. 1. 
Creation. 
5. Must have corporate name. 384 
6. Private corporations . » 385 
7. Articles of incorporation. 
Officers » 385 
8. Acceptance absolute . » 385 
g. Acceptance, how proved . 385 
Io. Private corporations, for 
what purposes . » 385 


11. Religious corporations may 
hold certain amount of 
real estate » 385 
12. Contents of articles ne in- 
corporation . 
13. One-third of ae 
must be residents . . 386 
14. Certificate to issue on filing 
articles of incorporation . 386 
15. Articles to be recorded . . 386 
16. Copy of articles evidence . 386 
17. Not necessary to prove in- 
corporation . 386 
18. Members . - 387 


Art. 3. Corporate Powers. 
Ig. Powers of corporations . . 387 
20. By-laws, adopted by whom. 387 
21. What the by-laws may pro- 
vide. Seog . 388 
22. By-laws must be eaeaed 
and recorded. Repeal of 
by-laws . 388 


. 386 


26. Penalty for violation . 383 
27. Act not to apply to incorpo- 
rated churches, or outside 
of certain counties. 383 
Taxation . 568 
23. Annual election of direc- 
LOTS s, 5.9% - 389 
24. Election to be at eae meet- 
ing . Po ppest 
25. Election by ballot . me as. 309 
26. Number of directors and 
their powers. . . - 389 
27. Directors to organize a 
elect officers). .) .. «389 
28. Removal of directors. 390 
29. Quorum of stockholders. 
Proxies . LR Sc see: 
30. Election failing. Place of 
meeting 2 As 390 
31. Uncalled meetings valid. 
when 391 
Art. 5. Dissolution. 
32. When corporation is dis- 
solved . - 392 
33. Failure to organize pees 393 
34. Directors to be trustees . . 393 
35. Trustees’ liability . - 393 
36. How revived - 393 


Art. 14. Religious, Educational and 


Benevolent Corporations. Gen- 
eral Frovisions. 
37. Number of trustees 393 


38. What articles of incorpora- 
tion mustinclude . . . 393 
39. Amount of property limited 394 
40. Must make annual report . 3 
41. May sell or mortgage prop- 
ELC eee eee iee to, ce. < S04. 
42. By-laws Re re 
43. Subsequent members to 
have equal rights . 
44. Membership rights personal 
Religious Corporations. 
45. Trustees of religious corpo- 
ration 


liv 


RELIGIOUS CORPORATIONS. 


46. Members of any church 50. What officers may act - 397 
may form corporation by | , 
alternative method - 395 | Change of Articles. 
47. Title vests in successors, in | 51. How effected . 307 
trust peso. | 
| vi Namie. 
Chap. XXVI. Actions in Place of Change of Ta 
guo warrantio, etc. 52. How effected 2) eam 398 
48. District attorney may bring : ; 
action for vacating charter 396 | Place of Meeting of Directors. 
Transfer of Real Estate. 53. Directors may meet within 
49. Officers may be empowered or without the State - 399 
to execute conveyances . 397 Taxation . - 568 
OHIO. 
CONSTITUTION. 16. Powers to be exercised by 
1. The law to protect denomi- trustees who ates 
nations in their rights . 400 bers. Vacancies Pee 
2. Special acts notto be passed 4oo | !7- Regulations of corporation. 405 
3. Corporations to be formed 18. By-laws of trustees - 405 
under general laws . goo | 19. Regulations, how adopted 
or changed - 405 
STATUTES. 20. Regulations, contents of. . 406 
Vol. I. Title If. Corporations. 21. Trustees personally liable 
Chap. I. Creation, etc. for all debts . - 406 
4. What laws shall govern cor- 22- TORE Yas Pete only for 


porations . of anes e400 
5. Existing corporations may 
accept provisions 
6. Prior corporations acting 
under this law a 
thereto . 
. Purposes for Sen ened 
. Contents articles of incorpo- 
ration. Place of business 
g. Articles must be certified 
and filed . 
. Changes in articles, 
made 3S 
11. Filing incorporates. Powers 
. Election of trustees. Num- 
ber and term of office 
. Membership, how secured . 
. Annual and special elec- 
tions for trustees - 404 
15. Oath of trustees. Officers. 
‘Majority a quorum - 405 


oo “I 


how 


purpose of incorporation 406 


Chap. XV. Religious and other 


Societies. 

23. Language of service, change 

NM . 6 es 5 ro 
24. Sale of cemetery grounds in 

Cities, etc. . 406 
25. Trustees, is to sell ae 

erty . - 407 
26. Notice of sale - 407 


27. Conveyance of church sites 
to congregations. Judg- 
ments enforceable . . 408 

Consolidation of churches 
and denominations, how 
effected 

Record of proceedings | in 
consolidation . - 409 


Articles for united corphes 
tions: =. - 409 


28. 


. 408 
29. 


30. 


SyLuaBus or Laws. lv 
31. Property passes to new cor- 41. Publishing houses, how in- 
poration . 409 corporated a AF 
32. Transfer of AS after 42. Publishing corporations, 
anion . 410 how revived . - 414 
33. Notice of ppukeutea Pe 43. Real estate, how sold. - 414 
transfer . 410 | 44 Trustees of church may 
34. Trustees for Gedemeee coda transfer Property to de- 
property . 410 nomination - 414 
35. Trustees subject to Aesoue 45. Notice of petition for sale . 414 
national regulations . . 411 | 45 Sale to be confirmed by 
36. Powers of trustees over de- couxt an 
nominational _ property. Abandoned Church abate. 
Judgments enforceable . 411 | 47. Sale by township trustees, 
37. Sale of property of extinct how effected. Use of 
church . a het - 412 proceeds . : . 415 
38. Use of money from sale af Transfer of Church pach ies 
property of extinct 
Glenches' . . . 4l2 48. Society may transfer prop- 
39. Funds from such sales to be et eee at 
under control of denomi- Perpetuity of Title. 
nation . ; - 413 | 49. Lands and tenements to de- 
40. Parties to sale of ferepetly scend in trust . 416 
of extinct churches 40s Taxation . . 568 
OKLAHOMA. 
STATUTES. 14. Certificate issues on filing 
Chap. XVII. Corporations. articles. f a Al 
Art. 1. Creation. 15. Articles to be Pecarded 3 ya ALO 
1. Corporations creatures of 16. Copy of articles as evidence 419 
law . - 417 | 17. Not necessary to prove in- 
2. Corporation to be bodied corporation 420 
by statute . - 417 | 18. Members . 420 
3. Grants subject to aiersuan: 417 
4. Incorporation cannot be in- Art.3. Corporate Powers. 
quired into collaterally . 417 
5. Corporate name . 417 | 19. Powers, specification of . 420 
6. Private corporations, objects 418 | 20. By-laws, obligatory AT 
7. Articles of incorporation ; 21. By-laws, contents . . . . 42I 
officers . . 418 | 22, By-laws to be recorded; may 
8. Acceptance must he lee: be repealedies) <3 9s $421 
lute . . 418 | 23. Directors, time of election . 422 
g. Acceptance, ee proved . 418 | 24. Directors, term of office. . 422 
10, Private corporations, how 25. Directors, elections by 
formed; purposes . . 418 DaUOb) wcekesica ta) «2 422 
11. Religious corporations, limi- 26. Directors, number and 
tation on real estate . . 418 powers. . . zine te spAee 
12. Contents of articles - 419 | 27. Directors, officers a ea Ae 
13. One-third of corporators to 28. False representations by 
be residents . . « s + 419 omicers 5 sb aa 7 428 


lvi 


29. Directors, removal of . . 423 

30. Quorum of stockholders ; 
proxies . 424 

31. Election, failure or eons 
of; special meeting . 424 

32. Unlawful meeting, when 
valid ; - 425 

Art. 4. Corporate oe 
33. Record of transactions . . 425 


Art. 5. Dissolution of Corporations. 
34. Dissolution, causes of; how 

effected » 425 
35. Lapse by non-user 42 
36. Directors are trustees on 


RELIGIOUS CORPORATIONS. 


. 428 


40. Power to amend 


Art. 14. Religious Corporations, etc. 


41. Incorporation, how effected. 428 


42. Articles, contents of . - 428 
43. Property, limitations upon . 428 
44. Trustees, annual report . . 428 


45. Sale or mortgage of prop- 


erty . . 428 
46. By-laws ; « 429 
47. Subsequent mene inti 

Of vieaere aa) er4qZo 


48. Membership jewel poral 429 
49. Trustees, manner of choos- 


dissolution . 427 ing . ~ ow ae ee aaa 
37. Liability of trustees - 427 | 50. Members of any church 
38. Revival - 427 may associate by alterna- 
Art.8. Examination of Corp ora- tive method . . 429 
tions. 51. Title vests in successors, in 
39. Legislature may examine trust . 430 
MEO: sor! Gees 427, Taxation . . 569 
OREGON. 
CONSTITUTION. 12. Articles to be subscribed by 
1. No appropriations for relig- persons appointed by the 
ious societies . - 431 church 3 - 433 
2. General laws to be passed . 431 | 13° Articles, contents of. - 434 


LAWS. 


Chap. XXXIV. Religious Societies 
3. Incorporation legal . 431 
4. How effected - 431 
5. Articles evidence of incor- 


poration ° ase 
6. Articles, contents of . . 432 
7. Trustees, powers of - 432 
8. Powers to be exercised by 

the corporators . - 432 
g. Limit upon value of all 

property » + + 433 
to. Corporations sole. Denom- 

inational corporations . 433 

Religious Socteties.- Alternative 
Method. 

11. Incorporations legal . - 433 


14. Powers, and limit of value 


upon property + 434 
15. Powers continued . - 434 
16. Deeds, how signed and 

sealed . - 434 
17. Articles, evidence of incor- 

poration + 435 


Change of Arie 
18. How effected. Enlarge- 
ment of powers. - 435 
Reform Schools. 
Ig. Church care of youthful 
delinquents 2 age 
Misstonary Stations. 
20. Title to, in religious socie- 


ties . a esnaes . 436 
Miscellaneous. 
21. Particular denominations . 436 


Taxation . . 569 


SyLLaBus oF Laws. lvii 
PENNSYLVANIA. 
CONSTITUTION. 22. Renewal of charters . . . 442 
: 23. Charters, how forfeited. Ap- 
1. No special laws to be peals to supreme court . 443 
passed . - + 437 | 24. Legislature, power over 
2. Certain charters to be in- charters ss aan 
valid - 437 | 25. Defective charters vali- 
3. Amendments of patho dated. Conditions sda 
charters conditioned upon 
acceptance of the consti- If, By-laws. 
tution 5 ah) pas 437 6. By-l 
4. Cumulative voting aoe me ela Tose 
sible - 437 III. Officers and Meetings. 
5. Powers limited to provisions 27. Officers designated. = 
of charters, and real es- bas cet | 445 


tate to business needs’. 437 
6. Power of the legislature 
over charters - 438 


STATUTES. 


General Provisions. JI. Formation 


and Charters. 


7. Powers - 438 
8. Purposes . - 439 
g. Real estate, limit pune - 439 | 
Io. Charter, contents of . - 439 
11. Notice of application to be 


published . : 
Certificates, how paid 
edged, approved and re- 
corded . ’ 
Certificates may be eat 
edged before a notary 
. Limit of income on Wits 
property in discretion of 
court g 2440 
. No company to fe into 
operation until registered 440 
. Letters patent may be issued 441 
. Charters under this act in 
full force . 
. Charters may be boepetied 
but legislature can revoke 441 
. Amendment of charters . 441 
. Change of name may be 
effected by court - 442 
Amendments not to affect 
act of 1874, etc. . - 442 


- 439 
12. 


- 439 


13. 
. 440 


- 441 


28. Directors and trustees to 40 
chosen annually - 445 
29. Trustees may be elected by 
classes . . 446 
30. Prior charters eieare ee 
sification ratified . 446 
31. Vacancies, how filled . 446 
2. Quorum, where number in- 
creased - 446 


. Trustees cannot be Sdatied 
officers, or sureties, nor 


interested in contracts . 446 
34. Secretary or treasurer - 447 
35. Cumulative voting - 447 


. Proxies not permissible at 
church elections - 448 

. Election officers to besworn 448 

. Trustees may alter ai of 
Meetings . 

. Meetings may be held out- 
side the State, except 
annual elections - 449 


. 448 


LV. Miscellaneous Provisions. 


40. Contracts secured by undue 
influence void, etc. . . 449 
41. No individual liability for 


debt - 450 
42. Married women pieahle in 
religious societies . » 450 


43. Privileges conferred de- 
pendent upon acceptance 
of constitution . - 450 


lviii RELIGIOUS CORPORATIONS. 


44. Acceptance of constitution, 
howseltected' ss A50 
45. Record of acceptance . . 450 
46. Prior corporations may ac- 
cept Setiicgd of this 
act ice ok . 450 
47. Goneohaeten a8 ‘epee. 
LIONS iene - 451 
48. Secretary of See to nue 
lish list of charters . . 451 


V. Dissolution of Corporations. 


49. How dissolution effected. 
No diversion of trusts 
permitted. . . . . . 451 

50. Courts which have jurisdic- 
tion.) Notice 2) i) 2 452 

51. Sale of real estate, how 
elected aise mi ne eA 2 

52. Receiver may be appointed. 453 

53. Act applies to corporations 
heretofore dissolved . . 453 


V7. Religious Societies. Specific 
Provisions. 


54. Registers to be evidence. . 453 
55. Real estate grants con- 
fiimedseueen as . 454 
56. Lands may be held eee 
to denominational rules . 454 
57- No ecclesiastical person to 
have capacity to trans- 
mit property in succes- 
SILOM. Ue) Used eee eA SA: 
58. Property of corporations 
subject to the lay mem- 
ers hese ur - 455 
59. Majority of Tatnenaraied 
church may choose cler- 
ical trustees . . - 455 
60. Amount of property feta oy 
aliens limited . . . . 456 
61. Mortmain restriction . . . 456 
62. All gifts subject to act of 


TEAS, GA Moly Seah cule AS 


63. 


64. 


65. 


66. 


67. 


68. 


69. 
70. 
Vas 
722 
73- 
74. 


75: 


76. 


77- 


78. 


79. 
80. 


8I. 


Property illegally held to 
escheat) samme - 456 
Property or income iHlepally 
held, duty of the auditor- 
general.) eee - 457 
Certain purchases of a 
estate confirmed . . . 457 
Trust in favor of churches, 
etc., not to fail for want 
Of) trustee eae - 458 
On failure of provitiens of 
wills property to be distri- 
buted to heirs . . . . 458 
Trusts for religious uses to 
be put into effect by the 
COULIS) = yee - 459 
Limit upon prone aes un- 
incorporated societies. . 459 
Limit upon property of re- 
ligious societies. Method 
of ascertaining excess . 459 
Limit increased to $30,000 . 460 
Court may extend property 
limit in its discretion . . 460 
Limit as to property not to 
apply in certain cases . 461 
Restriction on accumulation 
of income .. . 461 
State officers to Keene: ac- 
counts of moneys oe 
tothe States asseaare . 462 
Certain real estate may ie 
held, to be sold within 
five years. . . . 462 
Corporations for vekieene 
uses may vest property 
in trustees so as to avoid 
waste or incumbrance . 462 
Trustees and officers shall 
be personally liable un- 
less they shall notify con- 
tractor. =... 9. "ean 
Mortgage, powerto . . . 463 
Burial grounds. . . . . 464 
Y.M. Christian Associations 464 
Taxation. . . » «© «© 57a 


SYLLABUS OF Laws. lix 


RHODE ISLAND. 


CONSTITUTION. 
1. General laws to be passed . 465 


LAWS. 
Chap. CLXXVI, Class I/I. Mis- 
cellaneous Corporations. 
2. Articles, contents of. Fees. 
Certificates . 465 
3. Certificate confers ae 


Chapter 177 applicable . 466 
4. Property. Limitation on . 466 
5. Amendments to articles, 

how effected . . 466 
6. Articles and certificates as 

evidence . . 466 


Chap. CLXXVII. Prides Re- 
specting Corporations in General. 


11. Power of corporation when 
assembled - . 468 
12. Incorporation valid, though 
annual meeting not held. 468 
13. Bequests for religious pur- 
poses in excess of limit of 
property, how secured to 
corporation . 468 
14. Corporations, when to con- 
tinue three years after ex- 
piration of charter . . 469 
15. Charters may be amended . 469 
16. Limit of time for organiza- 


tion. - 469 
17. Certificate of Sreaeeaion 
when filed . 469 


18. Dissolution, proceedings for. 469 


19. Receiver, powers of . 470 
20. Assets, distribution of . 470 
21. Jurisdiction of court . . 470 

Taxation . . 570 


SOUTH CAROLINA. 


7. General Powers . 467 
8. What may be iicladed in 
By-Laws . . 467 
Geese meeting)! 6 Ls 'g, 407 
1o. Mode of proceeding when 
no person authorized to 
call or preside at legal 
meeting . 468 
CONSTITUTION. 
1. Special laws not to be 


enacted, except where re- 
quired by terms of gifts . 471 
2. Two-thirds vote needed for 
special charter . . . . 471 
3. Religious corporations need 
not maintain an agent . 471 


STATUTES. 
Chap. XLVITI. Corporations 
7 Generally. 
4. All charters subject to 
amendment or repeal. 472 
5. Bond of treasurer ATS 
6. Powers of private corpora- 
tions s 472 
. Majority forms feacd «472 


om 


. Must organize in two years. 473 


g. Corporations may recover 
debts from members . . 473 
Religious Societies, etc. 

10. How formed. Contents of 
declaration. Record of 
certificate . 7 473 

. Powers of ae aes 
tion. 4 - 473 
Chap. LITT. ae bpd As- 


Sociations. 


12. Unincorporated associa- 
tions; by what name may 
be ined - 474 
13. On whom process may ie 
served . - 474 
14. Liability under final ae 474 
SU AMAGOI sori Wal ce) ese, RZ 


Ips 


RELIGIOUS CORPORATIONS. 


SOUTH DAKOTA. 


CONSTITUTION. 7. Number of trustees . . . 476 
I. General laws to be passed 8. Elections of trustees and by- 
for corporations - 475 laws subject to denomi- 
2. Cumulative voting  per- national regulations - 476 
mitted - Sar Defective Articles. 
3. Can engage only in au- - : ; 
fhorscd’ Wasicee, sea 9. Defective articles validated. 476 
Io. Corporations affected sub- 
on real estate - 475 : Bs: 
4. Power of legislature over Ject to Conse * 477 
charters - 475 Amended Articles. 
LAWS. 11. How effected sim = 477 
5. Territorial laws recognized . 475 | 12. Amended articles to be 
Chap. I1l. Corporations. filed 5 AGT 
GeRurposes.) os Wecuc eeeee ATO Taxation . < (ylaeeeennemgal 
TENNESSEE. 
CONSTITUTION. Art. 3. Corporations Not For Profit. 
1. Liberty of worship assured . 478 | 16. Purposes . - 481 
2. No religious tests allowed 17. Form of charter - 481 
for public trusts . 478 | 18. General powers . - 481 
3. General laws to be passed . 478 | Ig. Officers and directors - 482 
CODE. 20. Elections, regulations for . 482 
Title IX. Chap. T/T. Private | 21. Directors, record of proceed- 
Corporations. Art.1. General ings. 3 - - 482 
frovisions. 22. Number of direeees : - 482 
4. Private incorporations legal. 478 | 23. Prerequisites of membership 482 
5. Application for charter, form 24. Term of office - 482 
of - 479 | 25. No profits to members - 483 
6. Certificate of registration, 26. Corporations, how dissolved. 483 
regulations for . . 479 | 27. Charter may be modified or 
7. Registration to be coexten- amended . 4 - 483 
sive with agencies . . 479 | 28. Property not to be enifeyed 
8. Amendments to charters, for other than charter ob- 
how secured . - 479 jects : - 483 
9g. Amendments to be acknowl- 29. Expulsion and liability - 483 
edged and registered. . 480 | 30. Certain charters validated . 483 
Io. List to be published by the Title X. Religious Associations. 
secretary of state . 480 Chap. I. Regulations. 
11. Legislature can amend or 31. Limit on real estate - 484 
repeal . . 480 | 32. Title vested in trustees . . 484 
12. Prior legal peieaton: valid 33. Trustees may sell lands sub- 
and binding . . 480 ject to church regulations. 484 
13. Evidences of prior legal ch Denominational Trustees. 
ligations valid . 480 | 34. How incorporated . - 484 
14. Change in number of direc- 35. Name and seal . - 485 
tors . : . 480 | 36. Charter to be registered, etc. 485 
15. Fees of State ames : . 481 AaAxavOn? sts eiemee = SAE 


F 


- 


ll ee 


Sy.tiasus or Laws. Ixi 
TEXAS. 

CONSTITUTION. 20. Number of directors may be 

1. No religious test for officers. 486 MIGCKEASEOIS cates - 491 
2. Freedom in religious wor- 21. Effect of failure to élect 

ship guaranteed . . . 486 directors ... . - 491 
3. No appropriations for sec- 22. Property of religious corpo- 
tarian purposes. . . . 486 rations to vest in trustees, 

4. General laws to be passed . 486 CEC mreerae its eae Le AGL 
STATUTES. 23. Property to be used only for 

Title XX. Private Corporations. charter objects. . . . 491 
Chap. II, Creation. 24. May recover debts from 

5. Private corporations, how WERIDERS; - 425 - . 491 
CALCU eae Me Yell a AF Chap. IV. MileeMabinus re 

REEIDOSES 3 fo.) se is 3). 0 487 visions. 

7. Charter, requisites of. . . 487 | 25. Misnomer not tovitiate con- 

8. Charter to be subscribed and WEyanCesjetcn a.) = 62 /AGZ 


acknowledged. Women 
cannot be mere of 
GHUTCHER. . 5. « . 487 
g. Charter to be filed and: re- 
corded. Copy to be evi- 


dence... . 488 
10. Date and evidence of cope 
recite IS Ca eral . 488 
11. Amendments to cliattexs, 
how secured. . . . . 488 
12. Date and _ evidence of 
amendments .. . . 488 


13. Certain amendments illegal 488 
14. Legislature can amend or 


repeal charters. . . - 489 
Chap. ITT. Powers and Dittits. 
15. Powers. Reviver . . . . 489 

16. Unnecessary lands to be dis- 
mOSea OL / a Ye . 490 

17. Trustees, quorum of, aed 
annual elections . . . 490 

18. Officers to be chosen. . . 490 


19. By-laws to be adopted, etc. 491 


26. Obligation to ostensible cor- 
poration may be valid .-492 
27. Conveyances, how made . 492 
28. Corporations under act of 
1871 validated . . . . 4092 
29. Records of corporation to be 
evidence >... - 492 
Chap. V. Dissolution of Bors: 
tions. 
Rom Eowienectedrnacr se 4). 402 
31. Limit for commencing 
operations three years. . 492 
32. Trustees may be receivers . 493 
33- Responsibility of receivers . 493 
Chap. XI. Religious Corporations, 
etc. 
34. Churches, how incorporated. 
Powers. Trustees cannot 
exercise spiritual func- 


tions’. 77: - 493 

35. Church chetters need Hot 
include capital stock . . 494. 
LiteOn Abate! Se Smee y / 


UTAH. 


CONSTITUTION. 

1. No religious tests for office, 
nor. establishment of 
Felipion,€tCn. sis «, » 495 

2. All charters revocable . . 495 

3. Freedom of worship assured 495 


4. General laws to be enacted. 
Limits on legislative 
power. . . - 495 

5. Future benefits Bieter 
upon acceptance of con- 
SHENUONS iacds, igs. 2) ''e A400 


lxii 


6. Charter not to be extended. 496 
7. Definition and powers of 


corporations . . 496 
8. No appropriations for pelts 
ious institutions . - 496 


g. General laws to be enacted. 496 
Io. Conditions precedent to 


transaction of business . 496 

11. Limit upon business . . 497 

12. Territorial laws in force. . 497 
LAWS. 

Part IV. Chap. fl. Private Corpo- 
rations. 

13. Number of corporators . . 497 

14. Agreement, contents of . . 497 


15. Agreement to be recorded . 498 
16. Filing agreement. Certifi- 


RELIGIOUS CORPORATIONS. 


21. Records to be kept . 500 
22. False entries on records, 
etc. . 5). 
23. Improper practices to be 
punished . . 500 
24. Transcript of record . . 500 


25. Must commence operations 
within two years . 500 
26. Legislature may amend or 
repeal . Se nesOO) 
Incorporation of Religious Societies. 
27. Directors to be elected . . 501 
28. Articles, contents of. Off- 
cers’ term and qualifying 
of...) 3 ees oat 
29. Powers. Annualreport. . 501 
30. Mortgage or sale must be 
authorized by members . 


cate of incorporation. . 498 ne te 

17. Powers. By-laws. Quorum 31. Method of validating defec- 
SfcaceCrore 498 tive organizations . . 502 
18. Settlement after dissolution: Part IX. Chap. III. Interpretation. 
how effected . . 499 | 32: What certain words include 502 
19. Removal of officers. Term 33- Meaning of “Seal” . - 502 

of service. ROS Miscellaneous. 
20. Postponed elections, when 34. Particular denominations . 502 
to be held. - 499 Taxation . A bye 
VERMONT. 

CONSTITUTION. 7. No estate to vest in ecclesi- 

I. Religious freedom guaran- astical persons . . 504 


teed. Observance of the 
Sabbath 


a 0 SOR 
2. Assembly’s power over 
charters - 503 
3. Religious societies to ney pro- 
tected . : - 503 
LAW: S. 
Title I. Chap. 1. Construction 
of Statutes. 
4. Pews are real estate - 504 


Title XI. Chap. LXXXIII. 
Execution. 
5. Pews cannot be sold on exe- 
cution . . - 504 
Title XLIL. Chap. “XCVIIL. lay 
veyances for Religious Purposes. 
6. Corporation may appoint 
Exes NO UG ine iG) elo fo yey 


8. Real estate to vest only in 
religious corporation . . 504 
g. Past grants to vest in corpo- 
ration at death of gran- 
tees . : . 504 
10. Governor to reconvey, when. 505 
Title XVIII. Chap. CXXX. 
Towns. 


11. Rents of town lands for re- 
ligious purposes, how dis- 
posed of - 505 

Title XXVIII. Chap. CLXIV. 
Religious Societies, etc. 


12. Purposes . : - 505 
13. How formed. Articles) 5 

be recorded . . 506 
14. First meeting . 506 


SYLLABUS OF Laws. 


Ixiii 


15. Corporate name and seal. 25. Meeting may assess pews 
PARES ee ew. 2 SOO and direct repairs . . 508 

16. Powers. Property to be 26. Sale of pews for non-pay- 
used only for corporate ment. Redemption . . 508 
objects. . . . - 506 Moving or Dissolving Religious 

17. Money, how raised. ene Associations. 
of property . . . . ~. 507 | 27. Petition to court . 509 

18. Shares may be assessed. . 507 | 28. Recognizance for eiioness 509 

19. Records to be nie Evi- 29. Society may defend . 509 
dence. . . - + + 507 | 30. Appointment of commis- 

20. Prior societies to retain sioners . . 509 
powers conferred . . . 507 | 31. Proceedings if SpE ‘be 

21. Legislative control. . . . 507 granted =f; gio 

dasok Citoches 2. Warrant for distribution. . 510 
, 33- Proceedings if society pre- 

22. Notice of meeting to pro- vails ty Page 510 
vide for . . . . . «507 | 34. Commissioners’ fees . 510 

23. Organization of meeting . 508 Miscellaneous. 

24. Voting. Committee of ap- 35. Particular denominations . 511 
praisal. Assessment. . 508 Taxation . 572 

VIRGINIA. 
CONSTITUTION. 6. Property rights in divided 

1. No charters to be granted congregation vested in 
tochurches . . . a majority, subject to court 513 

2. Property rights cinlictiaesd 7. Title to books and furniture 
and guaranteed. . . . 512 in trustees - 514 

CODE. 8. Suits by and against trus- 
Title XXI. Chap.LXIII. Of sea ais 
Biteins Freiion. g. Limitation upon oe estate. 514 

10. Suits may be brought to pro- 

3. No compulsory support of Set aera | 4 . 514 
So ~ Satite =, 11. Suits may be iroughst ‘ee 
ete. oe el cg sale or mortgage Leis 

Title XX. Chap. LXIV. Of 12. Trustees may petition for 
Church Property, etc. sale or mortgage. Prop- 

4. Conveyances of land con- erty of extinct churches, 
PAGE Se ott ude, GES how disposed of S21 

5. Trustees to be appointed . 513 Taxation . ai ee 

WASHINGTON. 
CONSTITUTION. 4. Special laws not to be 

1. No irrevocable charters . . 517 | passed . ; a 

2. No religious establishment | 5. General laws to ike en- 
or qualification for office, acted . . 518 
etc. aes Erez | 6. Charters not to he exami 

3. Laws to grat equal privi- or forfeitures remitted by 
leges - 517 | legislature . 518 


lxiv 


7. Meaning of “ cue) 
Power to sue. . 518 
8. Territorial laws in area un- 
til repealed . 518 


STATUTES. 


Title XVITL. Chap. IX. Of Cor- 
porations for Religious Pur- 


poses, etc. 
g. How incorporated. Con- 
tents of articles. . 518 
10. Powers - 519 
11. Dissolution, fon efeoed - 519 
Defective Articles. 
12. How validated . - 519 
Lists of Officers. 
13. Existing corporations. m520 


RELIGIOUS CORPORATIONS. 


14. Future corporations . . . 521 
Corporations for Religious Purposes. 


15. How incorporated . - 521 
16. Purposes . - 521 
17. Articles, contents os = > 5eE 
18. First meeting, how called . 521 


Ig. First meeting, officers, by- 
laws. - 522 

20. Certificates of anes 
and incorporation . mge2 

21. Powers : 523 

22. Prior corporations may ac- 
cept provisions . 

23. Amendments to ee 
how effected . - 524 


- 523 


Missionary Stations. 


24. Titles confirmed 
Taxation. <7) ae 


WEST VIRGINIA. 


CONSTITUTION. 

1. No compulsory support of 
religion, religious tests, 
etcy 

2. No law for eae of Eee 
property tobe passed. . 526 

3. No charter for churches. 
General laws to be 
enacted for church prop- 
erty . - 526 


. 526 


CODE. 
Chap. LVI. Of Church Property. 
4. Grants made after 1777 valid 527 


5. Title to personal property to 
vest in trustees . BS 
6. Circuit court may appoint 
trustees 
. All titles vested in snes 
. Real estate, limit upon. 
Power to sue. - 528 
g. Trustees may mire 
property aaa 
to. Property to be sold only on 
order of*court 
Taxation .") .”/-. seme 


- 527 
528 


om 


- 529 


- 529 
- 573 


WISCONSIN. 


CONSTITUTION. 

1. Nocompulsory or State sup- 
port of religion . . 530 

2. No religious tests for public 
trusts » « 530 
3. No special een to eS peed 530 
4. General laws to be enacted. 5390 

STATUTES. 

Title XIX. Corporations. Chap. 

LXXV. General Provisions. 
SH OWCES Meiei alia Weld luranaty oT 

6. Majorities a quorum of 
directors and members . 532 


7. Records, rulesasto. Penalty 
for omissions - 32 

8. All meetings of entire mem- 
bership legal - 532 

g. Elections of trustees, special 
provisions for - 533 
10. Dissolution, grounds for. . 533 

11. Expiring and dissolved cor- 

porations continued for 

three years. Trustees to 
be administrators . = (533 

12. Property to be used only for 
corporate purposes - 534 


SYLLABUS 


13. Powers of the Legislature . 534 
14. Actions may be maintained 
by and against members. 534 


Chap. LXXXVI. Organization. 


15. Purposes. Corporations to 


carry out wills . 534: 
Mode of Organization. 

16. Articles, contents, filing and 
fees . - 535 


17. Signers of eee is act 
until trustees are elected. 536 
18. Amendments to articles, how 
effected, must be re- 
corded . : «537 
Additional Powers of Peculiar 
Corporations. 
1g. Organization secures incor- 
poration. Powers over 
property . eee 
20. Religious corporations may 
be controlled 2 denomi- 
nation . . 538 
. Dissolution, prises for - 538 


Miscellaneous. 

22. Amendments of articles. 
Existing corporations may 
organize under this Lg 
ter . 539 

Chap. XCI, Of ria: Societies. 


oF Laws. Ixv 
26. Powers . - 541 
27. Trustees may oe pieeated . 541 
28. Meetings. By-laws a 54x 
29. Notice of first meeting. 
Qualifications of voters . 541 
30. Trustees, powers, officers, 
records. To be governed 
by denominational rules . 542 
31. Existing religious corpora- 
tions confirmed. May 
organize under this chap- 
ter, but cannot change 
denominational connec- 
tion. 542 
32. Failure to elect ees not 
to dissolve. Dissolved 
corporations may reincor- 
porate . 543 
33. Incorporation of panes ae 
presbyteries, etc. 543 
34. Trustees of synods and pres- 
byteries may take title . 543 
35. Real estate to vest intrustees 544 
36. Prior incorporations con- 
firmed. Provisions of this 
chapter applicable . - 544 


Title XXT. Chap. C. Recording 
of Instruments, etc. 


37. Deeds of church pews re- 


cordable - 544 

38. Mortmain restrictions - 545 
Miscellaneous. 

39. Particular denominations . 545 

Taxation . 573 


WYOMING. 


23. Who may incorporate - 540 
24. Articles of association, form 
and record Sen SAO 
25. By-laws. Number of trus- 
tees. Membership - 540 
CONSTITUTION. 


1. No appropriations for re- 
ligious purposes . 546 
2. No special laws to be passed 546 
3. General laws to be enacted. 
Powers of the legislature. 546 
4. Territorial laws in force. . 546 


STATUTES. 
Title I. Chap. I. Of Conveyances. 
5. Conveyances of church 
pews may be recorded . 547 


Title VII. Chap. IV. Religious 
Associations, etc. 


6. Purposes . ire tee sh 
7. Record secures epee 
tion. Evidence of incor- 
poration Sanat Sa 540 
8. Powers. Limitation upon 
property . 548 
g. By-laws, purposes . . 548 
10. Power to raise money - 549 
11. Officers to receive no salary 549 


Ixvi 


12. Powers of trustees conferred 
in by-laws - 549 
13. Power of legislature - 549 
Chap. V. Certain Church Associa- 
tions, etc. 
14. Churches may incorporate 
under denominational au- 


thority . : - 549 
15. First meeting for ged. or- 
ganization . . . 549 


16. Articles, contents zeal ice. 550 
17. Persons organizing to be first 


corporators - . 550 
18. Denominational _corpora- 
tions for education, 


charity, etc., how formed 550 
19. Churches may reincorporate 

under this chapter . - 551 
20. General laws to apply to 

corporations under this 


RELIGIOUS CORPORATIONS. 


23. Partition of property of re- 
ligious congregations. . 552 

24. Restrictions upon partitions 
above authorized ainiy 

25. Costs and expenses to be 
equitably taxed . e552 


Chap. IV. Subdiv. IV. To Sell 
Estates, etc. 


26. Sale of property held for re- 
ligious use, how effected. 553 
27. Who are parties to proceed- 


ings. 553 
Acceptance of Constitution. 

28. Acceptance necessary » 553 

‘29. How effected - 554 

30. Record Bro waLnce! 

31. Duty of eer of state . 554 


chapter - 551 | 32. Imperfect acceptance legal- 
21. By-laws ire - 551 ized . % iy 
Title XXVIII. Procedure—Civil. | 33. Unincorporated societies . 554 
Div. VIL. Chap. Tll. Partition. Taxation . - 574 
22. Partition of property of re- 
ligious denominations . 552 
NEW YORK. 


Amendment, Religious Corporations 
Law. Art. IV, April, 1896. 


113. Word Presbyterian  in- 
serted in title - 575 
114. Decision by Lutheran and 
Presbyterian churches as 
to system of incorpora- 
tion and government. . 575 
115. Incorporation of Reformed 
Dutch, Presbyterian, Re- 


formed Presbyterian and 
Evangelical Lutheran 
churches . 

116. Evangelical Lutheran ana 
Presbyterian churches, 
changing system of elect- 
ing trustees - 577 


Amendment Art. V. 


117. Application of this article. 578 
118. Time when in force. . . 579 


- 576 


ALABAMA. 


CONSTITUTION. Article XIV. 
(Operative, Dec. 10, 1875.) 


1. Limitation on powers of corporations.—5. No 
corporation shall engage in any business other than that ex- 


pressly authorized by its charter. 


2. Powers of General Assembly.—10. The General 
Assembly shall have the power to alter, revoke or amend any 
charter of incorporation now existing, and revocable at the rati- 
fication of this Constitution, or any that may hereafter be created, 
whenever, in their opinion, it may be injurious to the citizens of 
this State, in such manner, however, that no injustice shall be 
done to the incorporators. No law hereafter enacted shall 
create, renew or extend the charter of more than one corpora- 


tion. 


STATUTES. Code, 1887. 


3. Method.—Election of trustees.—1694. The mem- 
bers of any church or religious society, of an educational society, 
benevolent society, or the owners of a graveyard, desiring to 
become incorporated, shall elect not less than three nor more 
than nine trustees. 


4. Incorporation completed by filing certificate.— 
1695. Such trustees shall, within thirty days after their election, 
file in the office of the judge of probate of the county in which 
the corporation is to exercise its functions, a certificate stating 
the corporate name selected, the names of the trustees, and the 
length of time for which they were elected ; which certificate 
shall be subscribed by them, and recorded. The members of 
such society, their associates and successors are, from the filing 
of such certificate, incorporated by the name therein specified. 


5. Powers.—1696. Corporations created under this chap- 
ter may hold real and personal property, not exceeding in value 
fifty thousand dollars, may receive property by gift, will or 


2 RELIGIOUS CORPORATIONS. 


devise, holding the same in conformity with all lawful condi- 
tions imposed by the donor, and exercise such other powers as 
are incident to private corporations. 


6. Suits against, how begun.—1697. In all suits or legal 
proceedings, the service of process and papers on a trustee of 
such corporation is valid for the purpose of bringing such cor- 
poration into court, or for the objects of the notice. 


7. Consent of majority of members necessary to exe- 
cution of mortgage.—1698. The trustees, or other authorized 
agents of any society or church, organized by special charter, or 
under the general laws of this State, may, by mortgage or 
deed of trust, convey all, or any part of the property thereof, 
real or personal, to secure the payment of any debt contracted 
by the trustees or other authorized agents; but this section 
shall first have been accepted as an amendment to the organic 
law of such society or church, if not already a part of it, by a 
majority of the adult members of such society or church, assem- 
bled after ten days’ notice of the time, place and object of such 
meeting, posted at the usual place of assembly, and published 
by announcement ata regular meeting for at least one week 
prior to such action; no such mortgage or deed of trust shall be 
executed without the consent of a majority of such trustees and 
of a majority of the adult members of such organization, voting 
thereon at a meeting assembled after ten days’ notice as above. 


8. Recital upon minutes evidence of regularity.— 
1699. A recital upon the minutes of the proceedings of such 
society or church, that such notice was given, and of the vote 
upon the question before the meeting, shall be evidence of the 


regularity of such meeting, and of the proceedings therein. 


INCOMPLETE ARTICLES OF INCORPORATION. 
[Act of Feb. 28, 1889. ] 


9. How completed.—Whenever any private corporation 
heretofore or hereafter created under the laws of Alabama have 
accidentally or inadvertently failed to comply with the requisi- 
tion of the statute in its organization, it shall be lawful for the 
president of such organization to supply such omission by filing 
with the probate judge who issued the certificate of incorpo- 
ration, a statement, under oath, setting forth such omission 
and supplying the same, which shall be filed with the other 
papers of such incorporation and recorded. And such filing 


ALABAMA, 3 


shall relate back to the date of such incorporation, except as to 
the rights of third parties, which might have intervened. 


AMENDMENT OF CHARTERS. 
[Act of Feb. 6, 1895. ] 


10. How effected.—Any corporation not of a business 
character may alter or amend its charter whenever not less 
than three-fourths in number of the members thereof shall file 
in the office of the judge of probate of the county wherein the 
original declaration of incorporation was filed, or in cases 
where the charter was granted by an act of the general assem- 
bly of Alabama, prior to the enactment of the general incorpo- 
ration laws of this State of 1867, in the office of the secretary 
of state, a declaration in writing, signed by them, setting 
forth, 1. When said corporation was organized, its name, what 
changes, if any, it is desired to make in such name 2. The 
purposes of the corporation, as the same are set forth in the 
original declaration of incorporation and the alterations and 
amendments thereof, if any such are desired. Provided,.... 
That no such change or alteration in the charter of any corpo- 
ration shall authorize it to exercise any powers, or to do any 
acts which similar corporations are not authorized to exercise 
and do, under the laws existing at the time such alteration or 
amendment is made nor to decrease its stock below the mini- 
mum fixed by these existing laws. 


ALASKA. 


ACT OF CONGRESS, May 17, 1884. 


1. Laws of Oregon applicable,*—7. That the general 
laws of the State of Oregon now in force are hereby declared 
to be the law in said district, so far as the same may be appli- 
cable and not in conflict with the provisions of this act or the 
laws of the United States. 


2. Land for missionary stations.t—8. That the said 
district of Alaska is hereby created a land district. .... And 
provided also, That the land not exceeding six hundred and 
forty acres at any station now occupied as missionary stations 
among the Indian tribes in said section, with the improvements 
thereon erected by or for such societies, shall be continued in 
the occupancy of the several religious societies to which said 
missionary stations respectively belong until action by Congress; 
but nothing contained in this act shall be construed to put in 
force in said district the general land laws of the United States. 


ACT OF CONGRESS, March 6, 1891. 


3. Missionary stations excepted from provisions for 
town sites and purchase of lands.—14..... And all tracts 
of land not exceeding six hundred and forty acres in any one 
tract now occupied as missionary stations in said district of 
Alaska are hereby excepted from the operation of the last three 
preceding sections of this act (26 Stat., 1095), 


* See also, under Arizona, Federal Laws. 
+ See similar titles under Oregon and Washington. 


(4) 


ARIZONA. 


FEDERAL LAWS AFFECTING ALL THE TERRITORIES. 
Revised Statutes of the U. S., 1891. 


1. Powers of Territorial Assemblies.— 1889. The 
Legislative Assemblies of the several Territories shall not grant 
private charters or special privileges, but they may, by general 
incorporation acts, permit persons to associate themselves to- 
gether as bodies corporate, ... . for colleges, seminaries, 
churches, libraries or any other benevolent, charitable or scien- 
tific association. 


2. Limit on real estate.—1890. No corporation or asso- 
ciation for religious or charitable purposes shall acquire or hold 
teal estate in any Territory during the existence of the Terri- 
torial government of a greater value than fifty thousand dollars, 
and all real estate acquired or held by such corporation or asso- 
ciation contrary hereto shall be forfeited and escheat to the 
United States; but existing vested rights in real estate shall not 
be impaired by the provisions of this section. 


3. Trustees to hold real estate.—5352. All religious 
societies, sects, and congregations shall have the right to have 
and to hold, through trustees appointed by any court exercising 
probate powers in a Territory, only on the nomination of the 
authorities of such society, sect, or congregation, so much real 
property for the erection or use of houses of worship, and for 
such parsonages and burial-grounds as shall be necessary for 
the convenience and use of the several congregations of such 
religious society, sect, or congregation. 


REVISED STATUTES OF ARIZONA, 1887. 
Titte XII. Cuap. I. PRELIMINARY PROVISIONS. 


1. Private corporations defined.—z2z31 (Sec. 3). A pri- 
vate corporation is one organized for the purposes of religion, 
charity or benevolence, sociability or learning, or for profit. 

(5) 


6 RELIGIOUS CORPORATIONS. , 


Cuap. II. Corporations In GENERAL. 


2. Who may incorporate.—232 (Sec. 1). Any number 
of persons may associate themselves together and become incor- 
porated for the transaction of any lawful business. But such 
incorporation shall confer no powers or privileges not possessed 
by natural persons except as herein provided. 


3. Powers.—233 (Sec. 2). Among the powers of such 
bodies corporate, shall be the following: 

1. To have perpetual succession. 

2. To sue and be sued by the corporate name. 

3. To have a common seal and alter the same at pleasure. 

‘4. To render the shares or interest of stockholders transfer- 
able and prescribe the mode of making such transfers. 

5. Toexempt the private property of members from lia- 
bility for corporate debts. 

6. To make contracts, acquire and transfer property, pos- 
sessing the same powers in such respects as private individuals 
now enjoy. 

7. To establish by-laws and make all rules and regulations 
deemed expedient for the management of their affairs not incon- 
sistent with the Constitution and laws of the United States and 
laws of this Territory. 


4. Articles of incorporation. — 234 (Sec. 3). Before 
commencing any business except that of their own organiza- 
tion, they must adopt articles of incorporation, which shall be 
signed and acknowledged by them, as deeds are required to be 
acknowledged and recorded in a book for that purpose, in the 
office of the county recorder of the county where the principal 
place of business is to be. 

The articles of incorporation must contain : 

1. The names of the corporators, the name of the corpora- 
tion and its principal place of transacting business. 

2. The general nature of the business proposed to be trans- 
acted. 

3. The amount of capital stock authorized and the times 
when and conditions upon which it is to be paid in. 

4. The time of the commencement and termination of the 
corporation. 

5. By what officers or persons the affairs of the corporation 
are to be conducted, and the times at which they are to be 
elected. 


ARIZONA. 7 


6. The highest amount of indebtedness or liability to which 
the corporation is at any time to subject itself. 

7. Whether private property is to be exempt from corporate 
debts. Unless so exempted stockholders are liable for the 
debts of the corporation, in the proportion which their stock 
bears to the whole capital stock. 


5. Time-limit and renewal of charters.—238 (Sec. 7). 
Corporations for the construction of any work of internal im- 
provement may be formed to endure for fifty years, those 
formed for other purposes shall not exceed twenty-five years in 
duration, but in either case they may be renewed from time to 
time for a period not greater than was at first permissible, when 
three-fourths of the votes cast at any regular election held for 
that purpose shall be in favor of such renewal. 


6. Dissolution, how secured.—239 (Sec. 8). The corpo- 
ration shall not be dissolved prior to the period fixed upon, in 
the articles of incorporation, except by a majority of stock of 
its members unless a different rule is adopted in the articles. 
And no such premature dissolution shall take place, unless pre- 
ceded by the newspaper publication required at its organization. 


7. Legal organization to be presumed.—z48 (Sec. 17). 
Persons acting as a corporation under the provisions of this act 
shall be presumed to be legally organized until the contrary is 
shown, and no such franchise shall be declared to be actually 
null and forfeited except in a regular proceeding brought for 
that purpose. 


Cuap. VI. Reticious, SoclaL AND BENEVOLENT ASSOCIATIONS. 


8. Who may incorporate.—332 (Sec. 1). Any number of 
persons associated together for any purpose where pecuniary 
profit is not their object, and for which individuals may lawfully 
associate themselves, may, in accordance with the rules, regu- 
lation or discipline of such association elect directors, the 
number thereof not to be less than three, nor[more] than twenty- 
five, and may incorporate themselves as provided in this title. 


9. Articles of incorporation.—333 (Sec. 2). In addition 
to the requirement of Section 3, of Chapter II, of this act, so 
far as such section is applicable, the articles of incorporation of 
any such association as is mentioned in the preceding section 


8 RELIGIOUS CORPORATIONS. 


shall set forth the holding of the election for directors, the time 
and place where the same was held and the result thereof, which 
fact must be verified by the officers conducting the election. 


10. Powers. Limit on property.—334 (Sec. 3). All such 
corporations may hold all the property of the association owned 
prior to incorporation, or acquired thereafter in any manner, and 
transact all business relative thereto, but no such corporation 
must own or hold more real estate than may be necessary for 
the business and objects of the association, and providing burial- 
grounds for its deceased members not to exceed six whole lots 
in any city or town, nor more than twenty acres in the country, 
the annual increase or income whereof must not exceed fifty 
thousand dollars. 


11. Directors. Annual report.—336 (Sec. 5). The direc- 
tors must annually make a report of all property, real and per- 
sonal, held in trust for their corporation by them, and of the 
condition thereof, to the members of the association for which 
they are acting. 


12. How real estate may be mortgaged or sold.—337 
(Sec. 6). Corporations of the character mentioned in Section one 
of this chapter, may mortgage or sell real property held by them 
upon obtaining an order for that purpose from the district 
court held in the county in which the property is situated. 
Before making the order, proof must be made to the satisfaction 
of the court that notice of the application for leave to mortgage 
or sell, has been given by publication in such manner and for 
such time as the court or judge has directed, and that it is for 
the interest of the corporation that leave should be granted as 
prayed for. The application must be made by petition, and 
any member of the corporation may oppose the granting of the 
order by affidavit or otherwise. 


13. Additional powers.—338 (Sec.7). Corporations organ- 
ized for purposes other than for profit may, in their by-laws or 
ordinances, constitutions, or articles of incorporation, in addi- 
tion to the provisions in Chapter II of this act, provide for: 

1. The qualifications of members, mode of election, and 
terms of admission to membership; 

2. The fees of admission and dues to be paid to their treas- 
ury by members; 

3. The expulsion and suspension of members for misconduct 
or non-payment of dues; also for restoration to membership; 


ARIZONA. 9 


4. Contracting, securing, paying, and limiting the amount 
of their indebtedness; 

5. Other regulations, not repugnant to the Constitution or 
laws of the Territory and consonant with the objects of the 
corporation. 


14. New members.—339 (Sec. 8). Members admitted after 
incorporation have all the rights and privileges, and are subject 
to the same responsibilities as members of the association prior 
thereto. 


15. Rights or privileges of members.—340 (Sec. 9). No 
member, or his legal representative, must dispose of or transfer 
any right or privilege conferred on him by reason of his mem- 
bership of such corporation, or be deprived thereof, except as 
herein provided. 


Cuap. VIII. Existinc Corporations ENTITLED TO BENEFITS. 


16. How benefits may be secured.—353 (Sec. 1). Any 
corporation now existing in this Territory and formed under the 
laws thereof may, by a resolution of its board of directors, elect 
to come under and enjoy all the advantages of this title, and 
upon filing in the office of the secretary of the Territory a copy 
of said resolution certified by the seal of said corporation and 
attested by the president thereof with the seal of said corpora- 
tion, such corporation shall have the same powers, privileges 
and rights as though it had been erected under this act. 


17. Status of existing corporations.—354 (Sec. 2). No 
corporation formed or existing by virtue of and under the laws 
of this Territory before the day on which this act takes effect, 
is affected by its provisions, unless such corporation elects to 
come under this act, as provided in the preceding section, but 
the laws under which such corporations were formed and exist 
are applicable to all such corporations and are repealed subject 
to the vrovisions of this section, 


ARKANSAS. 


CONSTITUTION. Article XII. 
[In effect "Oct, 40; 187404 


1. Powers of General Assembly.—6. Corporations may 
be formed under general laws, which laws may, from time to 
time, be altered or repealed. The General Assembly shall have 
the power to alter, revoke or annul any charter of incorporation 
now existing and revocable at the adoption of this Constitution, 
or any that may hereafter be created, whenever, in their opin- 
ion, it may be injurious to the citizens of this State, in such 
manner, however, that no injustice shall be done to the corpo- 
rators. 


STATUTES. Digest, 1893. 
Cuap. XLVII. 
VII. CorporaTIONS FOR BENEVOLENT PURPOSES, ETC. 


2. Who may incorporate.—1413. Any lodge of Free- 
masons or Odd Fellows, divisions of Sons of Temperance, or any 
grange of the Patrons of Husbandry, or any cooperative or 
other association organized for benevolent purposes, or for the 
mutual benefit of its members, or for the promotion of any other 
good and useful object, . . . . or any association organized for 
the promotion of bodily or mental health, and all societies organ- 
ized to promote either or all of the above-named objects, and for 
all other similar purposes by whatever name they may be 
known, consisting of not less than three persons, .... may 
be constituted and declared a body politic and corporate, with 
all the privileges and powers and subject to all the liabilities 
contained in this act. 


3. Articles to be filed.—1414. Any association of persons 
desirous of becoming incorporated, under the provisions of this 
act, shall file with the clerk of the circuit court and recorder 
for the proper county a copy of their constitution or articles of 
association and a list of all the members, together with a petition 

(0) 


ARKANSAS. Ir 


to said court for a certificate of incorporation under the pro- 
visions of this act. 


4. Certificate of incorporation.—1415. Said clerk shall 
enter of record said constitution or articles of association and 
accompanying petition and list of names, and shall issue to said 
association, under the seal of said court, a certificate in the 
following form, to wit: 


‘Whereas, A., B., C., D., E., F. and others, have filed in the 
office of the clerk of the court of county 
their constitution or articles of association in compliance with 
the provisions of the law, with their petition for incorporation, 
under the name or style of , they are therefore 
hereby declared a body politic and corporate by the name and 
style aforesaid, with all the powers, privileges and immunities 
granted in the law thereunto appertaining. 


(Seal. ) Attest: 


Clerk of the Circuit Court of the said 
county and ex-officio Recorder.” 


5. Amendments to be filed.—1416. All associations 
incorporated under the provisions of this act shall file a copy 
of all amendments to their constitution or articles of associa- 
tion, certified as such, with the clerk of said court, within sixty 
days after their passage. 


6. First meeting.—1417. The first meeting of any such 
corporation shall be called, organized and held in the manner 
prescribed in the constitution or articles of association of said 
corporation. 


7. Power to raise money.—1418. Any such corporation 
shall have power to raise money in any manner agreed upon in 
its constitution or articles of association. The forms of govern- 
ment or management of such corporation shall also be such as 
are prescribed by their constitution or articles of association. 


8. General powers.—1419. Such corporations shall have 
such powers of suing and being sued, buying, holding and sell- 
ing property, real and personal, and of otherwise carrying out 
the purposes and objects of their organization as are possessed 
by other corporations and which may be necessary to their 
efficient management and the promotion of their purposes, 


12 RELIGIOUS CORPORATIONS. 


9. Record to be kept.—1420. It shall be the duty of the 
clerk or secretary of any such corporation to keep a fair record 
of the proceedings of such corporation in a book provided for 
that purpose, and which shall at all times be open to the inspec- 
tion of the members of such corporation. 


10. Fee allowed to clerk.—1421. The clerk of the cir- 
cuit court shall receive for his services under the provisions of 
this act such fees as are allowed by law for similar services. 


IX. DissoLuTION OF CORPORATIONS. 


11. Property vests in the State in trust.—1429. If any 
corporation shall expire or cease to exist, either by its own 
limitation, judicial judgment of forfeiture of charter, or by 
legislative act, the common law in relation to corporations shall 
not be in force in relation thereto, but the goods and chattels, 
lands, tenements and hereditaments, and every right or profit 
issuing out of or appertaining thereto, moneys, credits and 
effects of such corporation, shall immediately vest in the State 
in trust for the uses and purposes by said charter contemplated; 
and each, every, and all right, upon the expiration or dissolution 
of said corporation, shall be and is in abeyance until the action 
of the Legislature shall be had thereon, unless provisions shall 
be made by law for the management of said corporation fund in 
contemplation of such dissolution. 


Cuap. CXXXII. Reticious Societies. 


12. Property may be held by trustees.—6381. All lands 
and tenements, not exceeding forty acres, that have been or 
hereafter may be conveyed by purchase to any person or persons 
as trustee or trustees in trust for the use of any religious society 
within this State, either for a meeting house, burying-ground, 
camp-ground or residence for their preacher, shall descend, 
with the improvements and appurtenances, in perpetual succes- 
sion, in trust to such trustees as shall, from time to time, be 
elected or appointed by any such religious society according to 
the rules and regulations of such society. 


13. Powers of trustees.—6382. The trustee or trustees 
for the time being of any religious society aforesaid shall have 
the same power to defend and prosecute suits at law or in equity, 
and do all other acts for the protection, improvement and 
preservation of said property, as individuals may do in relation 
to their individual property. 


CALIFORNIA. 


CONSTITUTION. Article XII. 
[In force Jan. 1, 1880. ] 


1. Powers of General Assembly.—1. Corporations may 
be formed under general laws, but shall not be created by spe- 
cial act. All laws now in force in this State concerning corpo- 
tations, and all laws that may be hereafter passed pursuant to 
this section, may be altered from time to time or repealed. 


2. Limitation on power of corporations.—5. No cor- 
poration shall engage in any business other than that expressly 
authorized in its charter or the law under which it may have 
been or may hereafter be organized; nor shall it hold for a 
longer period than five years any real estate, except as may be 
necessary for carrying on its business. 


3. Stockholders’ right to vote.—12.* In all elections 
for directors or managers of corporations every stockholder shall 
have the right to vote, in person or by proxy, the number of 
shares of stock owned by him, for as many persons as there are 
directors or managers to be elected, or to cumulate said shares 
and give one candidate as many votes as the number of direc- 
tors multiplied by the number of his shares shall equal, or to 
distribute them, on the same principle, among as many candi- 
dates as he shall think fit; and such directors or managers 
shall not be elected in any other manner, except that mem- 
bers of codperative societies formed for agricultural, mercantile 
and manufacturing purposes may vote on all questions affect- 
ing such societies in manner prescribed by law. 


4. Maintenance of an office not obligatory.—14. Every 
corporation, other than religious, educational or benevolent, 
organized or doing business in this State, shall have and main- 
tain an office or place in this State for the transaction of its 
business, etc. 


* Section 307 of the Statutes makes cumulative voting permissible in religious corpo- 
rations only when so provided in the by-laws. 


(13) 


14 RELIGIOUS CORPORATIONS, 


CODES AND STATUTES, 1885. Supplement, 1889. 


(With amendments to 1894.) 
TitTLe I. GENERAL PRovisions.* 


[Civil Code took effect Jan. 1, 1873. ] 


5. Corporations, how formed.—285. Private corpora- 
tions may be formed by the voluntary association of any five or 
more persons, in the manner prescribed in this article. A ma- 
jority of such persons must be residents of this State. 


6. Purposes.—286. Private corporations may be formed 
for any purpose for which individuals may lawfully associate 
themselves. 


7. Existing corporations may elect to continue.— 
287. Any corporation existing on the first day of January, one 
thousand eight hundred and seventy-three, formed under the 
laws of this State, and still existing, which has not already 
elected to continue its existence, under the provisions of this 
code applicable thereto, may, at any time thereafter, make such 
election by the unanimous vote of all of its directors, or such 
election may be made at any annual meeting of the stockholders 
or members, or at any meeting called by the directors expressly 
for considering the subject, if voted . . . . by a majority of the 
members, or may be made by the directors upon the written 
consent of that number of such stockholders or members. A 
certificate of the action of the directors, signed by them and 
their secretary, when the election is made by their unanimous 
vote, or upon the written consent of the stockholders or mem- 
bers, or a certificate of the proceedings of the meeting of the 
stockholders or members, when such election is made at any 
such meeting, signed by the chairman and secretary of the 
meeting, and a majority of the directors, must be filed in the 
office of the clerk of the county where the original articles of 
incorporation are filed, and a certified copy thereof must be filed 
in the office of the secretary of state ; and thereafter the corpo- 
ration shall continue its existence under the provisions of this 
code which are applicable thereto, and shall possess all the 
rights and powers, and be subject to all the obligations, restric- 
tions, and limitations, prescribed thereby. 


*The omitted sections, viz., 291, 293-295, 299, 300, 309, 313, 319 ad 321, relate solely to 
corporations for profit. 


CALIFORNIA. 15 


8. Existing corporations not affected, but prior laws 
repealed.—288. No corporation formed or existing before 
twelve o’clock, noon, of the day upon which this code takes effect 
[Jan. 1, 1873], is affected by the! provisions of Part IV of 
Division First of this code, unless such corporation elects to 
continue its existence under it as provided in Section two hun- 
dred and eighty-seven; but the laws under which such corpora- 
tions were formed and exist are applicable to all such corpora- 
tions, and are repealed subject to the provisions of this section. 


9. Articles of incorporation.—289. The instrument by 
which a private corporation is formed is called ‘‘articles of 
incorporation.” 


10. Contents of articles.—290. Articles of incorporation 
must be prepared, setting forth: 

1. The name of the incorporation; 

2. The purpose for which it is formed; 

3. The place where its principal business is to be trans- 
acted; 

4. The term for which it is to exist, not exceeding fifty 
years; 

5. The number of its directors or trustees, which shall not 
be less than five nor more than eleven, and the names and resi- 
dence of those who are appointed for the first year. 


ll. Subscription and acknowledgment of articles.— 
292. The articles of incorporation must be subscribed by five 
or more persons, a majority of whom must be residents of this 
State, and acknowledged by each before some officer authorized 
to take and certify acknowledgments of conveyances of real 
property. 

12. Articles, where to be filed.* Corporate life, fifty 
years, unless otherwise stated.—z2z96. Upon filing the 
articles of incorporation in the office of the county clerk of the 
county in which the principal business of the company is to be 
transacted, and a copy thereof, certified by the county clerk, 
with the secretary of state, and the affidavit mentioned in the 
last section, where such affidavit is required, the secretary of 
state must issue to the corporation, over the great seal of the 
State, a certificate that a copy of the articles, containing the 
required statement of facts, has been filed in his office; and 

* Section 299 requires a copy of articles to be filed in every county where a corpora- 


tion holds property, and Section 363 (1) provides for a correction of mistakes made in 
filing of original articles. 


16 RELIGIOUS CORPORATIONS. 


thereupon the persons signing the articles, and their associates 
and successors, shall be a body politic and corporate, by the 
name stated in the certificate, and for the term of fifty years, 
unless it is in the articles of incorporation otherwise stated or in 
this code otherwise specially provided. 


13. Articles to be evidence.—297. A copy of any articles 
of incorporation filed in pursuance of this chapter, and certified 
by the secretary of state, must be received in all the courts and 
other places as przma facie evidence of the facts therein stated. 


14. Members defined.—298. The owners of shares in a 
corporation which has a capital stock are called stockholders. 
If a corporation has no capital stock, the corporators and their 
successors are called members. 


15. By-laws to be adopted by members.—3o1. Every 
corporation formed under this title must, within one month 
after filing articles of corporation, adopt a code of by-laws for 
its government not inconsistent with the constitution and laws 
of this State. The assent... . of a majority of the members, 
. if there be no capital stock, is necessary to adopt by-laws, if 
they are adopted at a meeting called for that purpose ; and in 
the event of such meeting being called, two weeks’ notice of the 
same, by advertisement in some newspaper published in the 
county in which the principal place of business of the corpora- 
tion is located, or if none is published therein, then in a 
paper published in an adjoining county, must be given by order 
of the acting president. The written assent of .... two- 
thirds of the members if there be no capital stock shall be 
effectual to adopt a code of by-laws without a meeting for that 


purpose. 


16. Directors, election of.—302. The directors of a cor- 
poration must be elected annually by the stockholders or mem- 
bers, and if no provision is made in the by-laws for the time of 
election, the election must be held on the first Tuesday in June. 
Notice of such election must be given, and the right to vote de- 
termined as prescribed in Section 301. 


17. By-laws, contents of.—303. A corporation may, by 
its by-laws, where no other provision is specially made, provide 
for: , 

1. The time, place, and manner of calling and conducting 
its meetings; 


CALIFORNIA. 17 


2. The number of stockholders or members constituting a 
quorum; 

3. The mode of voting by proxy; 

4. The time of the annual election of directors, and the 
mode and manner of giving notice thereof; 

5. The compensation and duties of officers; 

6. The manner of election and tenure of office of all officers 
other than the directors; and, 

7. Suitable penalties for violations of by-laws, not exceed- 
ing, in any case, one hundred dollars for any one offense 


18. By-laws, recording and amendment of.—304. All 
by-laws adopted must be certified by a majority of the directors 
and secretary of the corporation, and copied in a legible hand 
in some book kept in the office of the corporation, to be known 
as the ‘‘ book of by-laws,” and no by-law shall take effect until 
so copied, and the book shall then be opened to the inspection 
of the public during office hours of each day except holidays. The 
by-laws may be repealed or amended, or new by-laws may be 
adopted, at the annual meeting, or at any other meeting of the 
stockholders or members, called for that purpose by the direc- 
tors, ... . by a vote representing two-thirds of the members. 
The written assent of two-thirds . . . . of the members shall be 
effectual to repeal or amend any by-laws or adopt additional by- 
laws. The power to repeal and amend the by-laws, and adopt 
new by-laws, may, by a similar vote at any such meeting, or 
similar written assent, be delegated to the board of directors. 
The power, when delegated, may be revoked by a similar vote, 
at any regular meeting of the stockholders or members. When- 
ever any amendment or new by-law is adopted, it shall be copied 
in the book of by-laws with the original by-laws, and immedi- 
ately after them, and shall not take effect until so copied. If 
any by-law be repealed, the fact of repeal, with the date of the 
meeting at which the repeal was enacted, shall be stated in 
said book, and until so stated, the repeal shall not take effect. 


19. Directors, number, qualifications, and quorum.— 
305. The corporate powers, business, and property of all cor- 
porations formed under this title must be exercised, conducted, 
and controlled by a board of not less than five nor more than 
eleven directors, to be elected from among the holders of stock, 
or, where there is no capital stock, then from the members of 
such corporations. .... A majority of the directors must be in 


18 RELIGIOUS CORPORATIONS. 


all cases citizens of this State. Directors of all other corpora- 
tions must be members thereof. Unless a quorum is present 
and acting, no business performed, or act done, is valid as 
against the corporation. Whenever a vacancy occurs in the 
office of director, unless the by-laws of the corporation otherwise 
provide, such vacancy must be filled by an appointee of the 
board. 


20. Directors, time of election. Term.—306. At the 
first meeting at which the by-laws are adopted, or at such sub- 
sequent meeting as may be then designated, directors must be 
elected, to hold their offices for one year, and until their suc- 
cessors are elected and qualified. 


21. Directors, election by ballot, cumulative vote 
permitted.—307. All elections must be by ballot... .. In 
corporations having no capital stock, each member of the corpo- 
ration may cast as many votes for one director as there are 
directors to be elected, or may distribute the same among any 
or all of the candidates. In either case the directors receiving 
the highest number of votes shall be declared elected. The 
provisions of this section, so far as it relates to cumulative 
voting, shall not apply to literary, religious, scientific, social, 
or benevolent societies, unless it shall be so provided in their 
by-laws or rules. 


22. Directors, organization, quorum, and powers.— 
308. Immediately after their election, the directors must or- 
ganize by the election of a president, who must be one of their 
number, a secretary, and treasurer. They must perform the 
duties enjoined on them by law and the by-laws of the corpora- 
tion. A majority of the directors is a sufficient number to form 
a board for the transaction of business, and every decision of a 
majority of the directors forming such board, made when duly 
assembled, is valid as a corporate act. 


23. Directors, removal of.—310. No director shall be 
removed from office, unless by a vote of two-thirds of the 
members, .... at a general meeting held after previous 
notice of the time and place, and of the intention to propose 
such removal. Meetings of stockholders for this purpose 
may be called by the president, or by a majority of the direc- 
tors, or by members or stockholders holding at least one-half 
of the votes. Such calls must be in writing, and addressed 
to the secretary, who must thereupon give notice of the time, 


CALIFORNIA. 19 


place, and object of the meeting, and by whose order it is 
called. If the secretary refuse to give the notice, orif there 
is none, the call may be addressed directly to the members 
or stockholders, and be served as a notice, in which case it 
must specify the time and place of meeting. The notice must 
be given in the manner provided in Section three hundred and 
one of this title, unless other express provision has been made 
therefor in the by-laws. In case of removal, the vacancy may 
be filled by election at the same meeting. 


24. When justice of the peace may ordera meeting. 
—311. Whenever, from any cause, there is no person author- 
ized to call or to preside at a meeting of a corporation, any justice 
of the peace of the county where such corporation is established 
may, on written application of three or more of the stock- 
holders or of the members thereof, issue a warrant to one of 
the stockholders or members, directing him to call a meeting 
of the corporation, by giving the notice required, and the jus- 
tice may in the same warrant direct such person to preside at 
such meeting until a clerk is chosen and qualified, if there is 
no other officer present legally authorized to preside thereat. 


25. Majority of members must be represented at 
meetings.—312.* At all elections, or votes had for any pur- 
pose, there must be a majority of . . . . the members, repre- 
sented either in person or by proxy in writing. Every person 
acting therein (in person, or by proxy, or representative) must 
be a member thereof. .... Any vote or election had other 
than in accordance with the provisions of this article is void- 
able at the instance of absent (or any) stockholders or mem- 
bers, and may be set aside by petition to the district court of 
the county where the same is held. Any regular or called 
meeting of the stockholders or members may adjourn from day 
to day, or from time to time, if, for any reason, there is not 
present a majority of the subscribed stock or members, or no 
election had, such adjournment and the reasons therefor being 
recorded in the journal of proceedings of the board of directors. 


26. Postponed election.—314. If from any cause an 
election does not take place on the day appointed in the by- 
laws, it may be held on any day thereafter as is provided for in 
such by-laws, or to which such election may be adjourned or 
ordered by the directors. If an election has not been held at 


*See No. 38, Section 599, 3, which gives religious societies the power to make by-laws 
to fix a quorum less than a majority. 


20 RELIGIOUS CORPORATIONS. 


the appointed time, and no adjourned or other meeting for 
the purpose has been ordered by the directors, a meeting may 
be called by the stockholders, as provided in Section three hun- 
dred and ten of this article. 


27. District courts to hear complaints concerning 
elections.—315. Upon the application of any person, or body 
corporate, aggrieved by any election held by any corporate 
body, the district court of the district in which such elec- 
tion is held must proceed forthwith to hear the allegations and 
proofs of the parties, or otherwise inquire into the matters of 
complaint, and thereupon confirm the election, order a new one, 
or direct such other relief in the premises as accords with right 
and justice. Upon filing the petition, and before any further 
proceedings are had under this section, five days’ notice of the 
hearing must be given, under the direction of the court, or the 
judge thereof, to the adverse party, or those to be affected 
thereby. 


28. Officers liable for false documents.—316. Any 
officer of a corporation who willfully gives a certificate, or will- 
fully makes an official report, public notice, or entry in any of 
the records or books of the corporation, concerning the cor- 
poration or its business, which is false in any material represen- 
tation, shall be liable for all the damages resulting therefrom to 
any person injured thereby; and if two or more officers unite 
or participate in the commission of any of the acts herein 
designated, they shall be jointly and severally liable. (Took 
effect July 1, 1874.) 


29. Meetings by common consent to be valid with- 
out notice.—317. When all the stockholders or members of a 
corporation are present at any meeting, however called or noti- 
fied, and sign a written consent thereto on the record of such 
meeting, the doings of such meeting are as valid as if had at a 
meeting legally called and noticed. 


30. All acts of such meetings binding.—318. The 
stockholders or members of such corporation, when so assem- 
bled, may elect officers to fill all vacancies then existing, and 
may act upon such other business as might lawfully be trans- 
acted at regular meetings of the corporation. 


31. Directors, meetings, how called, when no regu- 
lar provision.—320. When no provision is made in the by- 


CALIFORNIA. ar 


laws for regular meetings of the directors and the mode of 
calling special meetings, all meetings must be called by special 
notice in writing, to be given to each director by the secretary, 
on the order of the president, or if there be none, on the order 
of two directors. 


32. Directors by unanimous vote may acquire 
property.—363 (2). By a unanimous vote of all the directors 
at any regular meeting, any corporation existing or hereafter to 
be formed under the laws of this State may acquire and hold 
the lots and building on and in which its business is carried on, 
and may improve the same to any extent required for the con- 
venient transaction of its business. 


TITLE XII. Religious, Social and Benevolent Associations.* 


33. Corporations not for profit, how formed.—s93. 
Any number of persons associated together for any purpose 
where pecuniary profit is not their object, and for which indi- 
viduals may lawfully associate themselves, may, in accordance 
with the rules, regulations, or discipline of such association, 
elect directors, the number thereof to be not less than three nor 
more than eleven, and may incorporate themselves as provided 
in this part. 


34. Additional contents of articles.—594. In addition 
to the requirements of section 290,f the articles of incorporation 
of any association mentioned in the preceding section must set 
forth the holding of the election for directors, the time and 
place where the same was held, that a majority of the members 
of such association were present and voted at such election, and 
the result thereof; which facts must be verified by the officers 
conducting the election. 


35. Corporations to hold property. Limit upon real 
estate.—595. All such corporations may hold all the property 
of the association prior to incorporation or acquired thereafter 
in any manner, and transact all business relative thereto ; but 
no such corporation must own or hold more real estate than may 
be necessary for the business and objects of the association, and 
providing burial grounds for its deceased members, not to 
exceed six whole lots in any city or town, not more than twenty 
acres in the country, the annual increase, income, or profit 

*The omitted sections are 596 and 602. Section 506 deals with Friendly Societies, and 


Section 602 authorizes bishops, chief priests and presiding elders to become corporations 
sole. TSee p. 15. 


he RELIGIOUS CORPORATIONS, 


whereof must not exceed fifty thousand dollars; .... pro- 
vided further, that the limitations herein provided for shall not 
apply to corporations formed, or to be formed, under Section six 
hundred and two [three and four] of the Civil Code, when the 
land is held or used for churches, hospitals, schools, colleges, 
orphan asylums, parsonages, or cemetery purposes.* 


36. Directors, annualreport.—s597. The directors must 
annually make a full report of all property, real and personal, 
held in trust for their corporation by them, and of the condi- 
tion thereof, to the members of the association for which they 
are acting. 


37. Real estate, how mortgaged.—s98. Corporations 
of the character mentioned in Section five hundred and ninety- 
three may mortgage or sell the real property held by them, and 
may secure the payment of indebtedness by deed of trust or 
mortgage upon their real property, upon obtaining an order for 
that purpose from the superior court held in the county in 
which the property is situated. The corporations above men- 
tioned may also issue bonds, payable at any time within twenty 
years, as evidence of the indebtedness secured by mortgage or 
deed of trust. Before making the order, proof must be made 
to the satisfaction of the court that notice of the application 
for leave to sell or mortgage or execute a deed of trust has been 
given, by publication in such manner and for such time as the 
court or the judge has directed, and that it is to the interest of 
the corporation that leave should be granted as prayed for, 
The application must be made by petition, and any member of 
the corporation may oppose the granting of the order, by affi- 
davit or otherwise. But nothing herein contained shall prohibit 
or prevent the trustees or directors of such corporation, under 
such rules and regulations as they may adopt, from disposing of 
burial plots situated in grounds of such corporation dedicated 
for burial purposes, without making such application to or 
obtaining an order from court. [Approved March 20, 1891. ] 


38. By-laws, additional provisions.t—599. Corpora- 
tions organized for purposes other than for profit may, in their 
by-laws, ordinances, constitutions, or articles of incorporation, 
in addition to the provisions in Title I. of this part, provide 
for : 

1. The qualification of members, mode of election, and 
terms of admission to membership; 


* See Nos. 41 and 42, pp. 23, 24. +See Nos. 15 and 17, Sections 3cr and 303, p. 16. 


se _ 


CALIFORNIA. 23 


2. The fees of admission and dues to be paid to their treas- 
ury by members; 

3. The number of members that shall constitute a quorum 
at any meeting of the corporation, and that election of officers * 
of the corporation by a meeting so constituted shall be as valid 
as if there had been a majority of the members thereat present 
and voting’; + 

4. The expulsion and suspension of members for miscon- 
duct or non-payment of dues; also, for restoration to mem- 
bership; 

5. Contracting, securing, paying, and limiting the amount 
of their indebtedness; 

6. Other regulations, not repugnant to the constitution or 
laws of the State, and consonant with the objects of the corpo- 
tration. 


39. Members admitted after incorporation.—6oo. 
Members admitted after incorporation have all the rights and 
privileges, and are subject to the same responsibilities, as mem- 
bers of the association prior thereto. 


40. Members, rights of, cannot be transferred.—6o1. 
No member, or his legal representative, must dispose of or 
transfer any right or privilege conferred on him by reason of 
his membership of such corporation, or be deprived thereof, 
except as herein provided. 


41. Synods or Presbyteries may incorporate.—6o3. 
Whenever the regulations, rules, or discipline of any church or 
religious society require, for the administration of the tem- 
poralities thereof, or for the management of the property or 
estate thereof, any diocese, synod, or district organization of 
such church or religious society may elect directors and become 
an incorporation in the manner prescribed in this title, and with 
all the powers and duties, and for the uses and purposes, in this 
title provided for benevolent or religious incorporations, and 
subject to all the conditions, limitations, and provisions in said 
title prescribed, except as otherwise provided in this section; 
provided, that directors of such incorporation may be elected, 
and that the by-laws for its government may be made and 
amended, by the convention, synod, or other representative 

* See Nos. 19 and 20, Sections 305 and 306, pp. 17 and 18. 


+Special attention should be given to this provision, otherwise, No. 25, Section 313 
will be in force. See also Nos. 26, 29, 30, 31, Sections 314, 317, 318, 320, pp. 19 and 20. 


24 RELIGIOUS CORPORATIONS, 


body of such church or religious society, in and for such dis- 
trict, in accordance with the constitution, by-laws, discipline, or 
regulation thereof, at any regular meeting, or special meeting 
called for that purpose; and provided, the certificate of incor- 
poration and of the election of directors to be filed shall be 
sufficiently signed and attested by the signature of the presid- 
ing officer and secretary of the representative convention, 
synod, or other such body, in which such election is held; 
and provided, all property held by such’ incorporation shall be 
in trust for the use, benefit, and purpose of the church or religi- 
ous society by and for which such incorporation was formed, 
and in and for which such diocese, synod, or other district 
is an organized or constituent part, and that the limitation in 
Section five hundred and ninety-five shall not apply to corpora- 
tions formed under this section, when the land is held for 
churches, hospitals, schools, colleges, asylums, parsonages, or 
cemetery purposes. 


42. Representative bodies may incorporate the 
denominational church or association.—604. Any church 
or other religious association in this State, composed of two or 
more constituent parishes, missions, congregations, or societies, 
having a common convention, synod, council, or other represent- 
ative legislative body, may be incorporated by such representa- 
tive body under this part, and subject to the provisions of this 
title, except as otherwise provided in this section. ‘The repre- 
sentative body of such religious association electing to incorpo- 
trate the same shall determine the name of the proposed corpo- 
ration, the purpose for which it is formed, the place where its 
principal business is to be transacted, the term for which it is 
to exist, and the number of its directors, and shall elect its 
directors for the first year. The articles of incorporation need 
only be signed and acknowledged by the presiding officer and 
secretary of such representative body, and in addition to the 
requirements of Section two hundred and ninety, shall set forth 
the proceedings herein prescribed for said representative body, 
and that the same were duly had in accordance with the consti- 
tution, canon, rules or regulations governing the other pro- 
ceedings of said representative body, and the time and place 
thereof. The directors of such corporation shall be elected 
annually by the representative body of the association. The 
representative body providing for such incorporation shall frame 
by-laws for the corporation, and such by-laws may be repealed 


CALIFORNIA, 25 


or amended, or new by-laws may be adopted, by any subse- 
quent representative body, in accordance with the constitution, 
canons, rules or regulations governing the other proceedings of 
such representative body. Such corporation may hold and 
administer, not only the common property, funds, and money 
of such association, but also the property, funds, and money 
of any constituent parish, mission, congregation, or society. 
The limitation in Section five hundred and ninety-five shall not 
apply to corporations formed under this section when the land 
is held or used for churches, hospitals, schools, colleges, asy- 
lums, parsonages, or cemetery purposes, 


AMENDMENT, 1895. 


Section 297* of the civil code was amended by act of 
Mar. 8, 1895, to read as follows: 

297. Acopy of any articles of incorporation filed in pur- 
suance of this chapter, and certified by the secretary of State, 
or by the county clerk of the county where the original articles 
shall have been filed, must be received in all the courts of this 
State, and other places, as prima facte evidence of the facts 
therein stated. 


*See No. 13, p. 15. 


COLORADO. 


CONSTITUTION. Article XV. 
[Operative, Aug. 1, 1876.] 


1. No special charters.—2z. No charter of incorporation 
shall be granted, extended, changed or amended by special law, 
except for such municipal, charitable, educational, penal or 
reformatory corporations as are or may be under the control of 
the State; but the General Assembly shall provide by general 
laws for the organization of corporations hereafter to be created. 


2. Powers of General Assembly.—3. The General 
Assembly shall have the power to alter, revoke or annul 
any charter of incorporation now existing and revocable at 
the adoption of this constitution, or any that may hereafter be 
created, whenever in their opinion it may be injurious to the 
citizens of the State, in such manner, however, that no injus- 
tice shall be done to the corporators. 


STATUTES, 1891. 
(With amendments to 1894.) 
RELIGIOUS, EDUCATIONAL AND BENEVOLENT SOCIETIES, 


3. How incorporated.—641. The foregoing provisions* 
shall not apply to any religious, educational or benevolent 
societies or associations, but any church, congregation or 
society formed for religious worship, educational or benevolent 
purposes may become incorporated under this act in the follow- 
ing manner, to wit: By electing or appointing, according to its 
usages or customs, at any meeting held for that purpose, two 
or more of its members as directors or trustees, wardens or 
vestrymen (or such other officers whose powers and duties are 
similar to those of trustees as shall be agreeable to the usages 
and customs, rules and regulations of such congregation, church 
or society), and may adopt a corporate name, and upon the 


* General Provisions. 


(26) 


CoLoRADOo. 27 


filing of the affidavit as hereinafter provided, it shall be and 
remain a body politic and corporate by the name so adopted. 


4. Affidavit to be filed by chairman.—642. The chair- 
man or secretary of such meeting shall, as soon as may be after 
such meeting, make and file in the office of the recorder of 
deeds in the county in which such congregation, church or 
society is organized, or in case of a general incorporation, as 
provided in Section forty-four,* in the office of the secretary of 
State, an affidavit, substantially in the following form : 


‘¢STaTE OF COLORADO, ) ... 
county. {*" 

‘*T do solemnly swear (or affirm, as the case may be) that at 
a meeting of the members of the (here insert the name of the 
society as known before incorporation) held at , i the 
county of , and State of Colorado, on the day (of) 
—, A.D. 18—, for that purpose, the following person (persons) 
were elected or appointed (here insert the names) trustees (or 
wardens, vestrymen, or officers of whatever name they choose 
to adopt, with powers and duties similar to trustees, according 
to the rules and usages of such society, church or congrega- 
tion), adopt as its corporate name (here insert the name), and 
at said meeting this affant acted as chairman (or secretary 


as the case may be). (Name of affiant.) 
‘¢ Subscribed and sworn to before 
me this day of , A.D. 18—. 


” 


Such affidavit, or copy thereof, duly certified by the 
recorder, shall be received as evidence of the due incorporation 
of such congregation, church or society. 

In addition to matters required to be stated in the affidavit as 
above, any such corporation may insert therein any other lawful 
clause or clauses, which they may desire to exist as part of 
their charter. 


5. By-laws, to be adopted by trustees or church.— 
643. The directors, trustees, wardens or vestrymen of any such 
corporation shall adopt necessary by-iaws to provide for the 
election of directors, trustees, wardens or vestrymen and other 
officers, and for the proper government in all respects of such 
congregation, church or society, unless such corporation shall 
in its articles of incorporation, reserve to itself the right to make 
and adopt such prudential by-laws as it may deem necessary to 

* See Section 646, 


28 RELIGIOUS CORPORATIONS, 


provide for the election of directors, trustees, wardens, or ves- 
trymen and other officers, and for the proper government in all 
respects of such congregation, church or society. 


6. Property to be vested in corporation. General 
missions.—644. Upon the due and lawful incorporation of 
any congregation, parish, church or society, such corporation 
shall be entitled to all the real and personal property held by 
any person or trustees in trust for the use of the members 
thereof, and shall be immediately upon such incorporation 
entitled to a deed or deeds of conveyance to be executed by the 
person holding such property in trust, so as to vest the title 
thereto in such corporation; Provided, That such deed of con- 
veyance shall set forth the object and purposes of the trust, to 
be carried out according to the purpose and intent of its crea- 
tion, which deed shall be recorded after the manner of convey- 
ances in general, so that the title and trust declared may duly 
appear on record; and any self-supporting congregation, par- 
ish, church or society, may vest its real estate and personal 
property in such general incorporations (incorporation) as is 
provided for in section forty-four (44) of chapter nineteen (19) 
of the general laws; Provided, nevertheless, That if the 
authorities of any church, sect or religious body shall haye 
caused an incorporation to be formed for general missions and 
other purposes, as hereinafter provided, and it be in accord- 
ance with the usages and customs of such church, sect (or) 
religious body to vest the property of missions (mission) sta- 
tions (station) in such corporations (corporation), then, and in 
that case, all such property as may have been held by any per- 
son or trustees for the use of such mission stations shall (be 
vested in said general corporation; and whenever any mission 
shall) from change of population or other cause be suspended 
or abandoned, said general incorporation may, in their discre- 
tion, sell or otherwise dispose of all such mission property, the 
proceeds of such sale or disposal to be used for the benefit of 
said church, sect or religious body in the State of Colorado, 


7. Existing corporations may reincorporate. Trus- 
tees defined.—645. Any congregation, church or society 
heretofore incorporated under the provisions of any law for the 
incorporation of religious, educational or benevolent societies, 
may become incorporated under the provisions of this act, rela- 
tive to religious, educational and benevolent societies, in the 
same manner as if it had not previously been incorporated, in 


CoLorapo. 29 


which case the new corporation shall be entitled to, and invested 
with, all the real and personal estate of the old corporation, in 
like manner and to the same extent as the old corporation, sub- 
ject to all the debts, contracts and liabilities. The word trus- 
tees, whenever used in this act relative to religious bodies, shall 
be construed to include wardens, vestrymen or such other offi- 
cers as perform the duties of trustees. 


8. Synods and Presbyteries may incorporate.—646. 
If any body of Christians has, or shall have, according to its 
order or mode of government, an organization, whether known 
as synod, presbytery, conference, episcopate or other name, 
with ecclesiastical or spiritual jurisdiction over its members 
throughout this State, and its authorities shall desire to engage 
in works of education, benevolence, charity and missions, which 
works shall be of like extensive operation and benefit, and not 
of limited or local service, and they shall deem an incorporation 
convenient for the more successful administration of said works, 
all or any of them, its said authorities, with such persons as they 
may associate with them, may cause such incorporation to be 
formed in the manner and with the powers hereinbefore pro- 
vided for the incorporation of a church, congregation or society. 


9. Any corporation may acquire property.—647. 
Domestic, foreign and religious, educational, charitable and 
literary corporations or associations, operating within the State, 
may take by gift, devise or purchase, and hold real and personal 
property, and convey the same; and all gifts, devises and grants 
heretofore made to such corporations or associations are hereby 
ratified. 


Division VII. Joint-Stock Companies FOR REticious, Epuca- 
TIONAL AND BENEVOLENT PuRPOsES.* 


[In force May 21, 1879. ] 


10. How incorporated.—659. Any joint-stock company 
or association which may have been heretofore or may be here- 
after organized in this State for religious, educational or benev- 
olent purposes, may be incorporated under this act in the 
following manner, to wit: By electing or appointing, according 
to its usages or customs, at any meeting held for that purpose, 
two or more of its members as directors, trustees, wardens or 
vestrymen, or other such officers whose powers and duties are 
similar to those of trustees, as shall be agreeable to the usages 


* See No. 21, Section 670, p. 33. 


3° RELIGIOUS CORPORATIONS. 


and customs, rules and regulations of such congregation, church 
or society and may adopt a corporate name, and upon the filing 
of the affidavit, as hereinafter provided, it shall be a body politic 
and corporate by the name so adopted. 


ll. Affidavit to be filed by chairman.—660. The chair- 
man or secretary of such meeting shall, as soon as may be after 
such meeting, make and file in the office of the recorder of deeds 
in the county in which such congregation, church or society is 
organized, an affidavit, substantially in the following form : 


STATE OF COLORADO, | ss : 
Counry 97) 


I do solemly swear (or affirm, as the case may be), that 
at a meeting of the members of the (here insert the name of the 
society as known before the incorporation), held at , in the 
county of , and State of Colorado, on the day of 
, A.D. 18—, for that purpose, the following persons were 
elected (or appointed) trustees (or wardens, vestrymen or other 
officers of whatever name they choose to adopt, with powers and 
duties similar to trustees, according to the rules and usages of 
such society, church or congregation), viz.: (here insert the 
names); that at such meeting, such society, church or congre- 
gation adopted as its corporate name (here insert the name); 
that the amount of the capital stock of such society, church or 
congregation is ————— dollars, divided into ———— shares of 
dollars each, and that at such meeting this affiant acted as 
chairman (or secretary, as the case may be). 


Subscribed and sworn before oot 


this — day of sy Ds (Name of affiant.) 


Such certificate, or copy thereof, duly certified by the 
recorder, shall be received as evidence of the due incorporation 
of such society, church or congregation. 


12. Trustees to adopt by-laws.—661. The directors, 
trustees, wardens or vestrymen of any such corporation, shall 
adopt necessary by-laws to provide for the election of directors, 
trustees, wardens or vestrymen, and other officers, and for the 
proper government, in all respects, of such congregation, church 
or society. 


13. Property to be vested in corporation.—662. Upon 
the incorporation of any such congregation, church or society, 


CoLoRADO, 31 


all real and personal property held by any person or trustee for 
the use of the members thereof shall immediately vest in such 
corporation and be subject to its control, and may be used, 
mortgaged, sold and conveyed the same as if it had been con- 
veyed to such corporation by deed. 


14. Powers.—663. Corporations formed under this act 
shall be bodies corporate and politic in fact and in name, by the 
name stated in such affidavit, and by that name have succession 
for the period for which they are organized; may sue and be sued 
in any court of law or equity in this State; may have a common 
seal, which they may alter or renew at pleasure, by filing an 
impression of the same in the office of the clerk and recorder of 
the county in which any such corporation may be formed under 
this act; may own, possess and enjoy so much real and per- 
sonal estate as shall be necessary for the transaction of their 
business, whether acquired by purchase, grant, devise, gift or 
otherwise; and may from time to time sell and dispose of the 
same, or any part thereof, when not required for the use of the 
corporation. ‘They may borrow money and pledge their fran- 
chises and property, both real and personal, to secure the pay- 
ment thereof, and may have and exercise all the powers neces- 
sary and requisite to carry into effect the object for which they 
may be formed under this act. 


15. Limit of value, shares of stock. Forfeiture pro- 
visions.—664. The shares of stock shall not be less than ten 
dollars nor more than one hundred dollars each, and shall be 
deemed personal property and transferable as such in the manner 
provided by the by-laws ; subscriptions therefor shall be made 
payable to the corporation, and shall be payable in such instal- 
ments and at such time or times as shall be determined by the 
directors or trustees, or other similar officers. The by-laws may 
provide for a forfeiture or sale of stock, on failure to pay the in- 
stalments or assessments that may from time to time become 
due; but no forfeiture of stock, or of the amounts paid thereon, 
shall be declared against any estate, or against any stockholder, 
before demand shall have been made for the amount due thereon. 


16. Corporate powers vested in trustees.—665. The 
corporate powers of any such corporation shall be exercised by a 
board of directors, trustees or other similar officers, in the manner 
and for the time which may be prescribed in the constitution and 
by-laws of such corporation, provided the same shall not be in 

7 


32 RELIGIOUS CORPORATIONS. 


conflict with any of the provisions of this act or of the laws of 
this State. 


17. Failure to elect trustees does not work dissolu- 
tion.—666. In case it should happen at any time that an elec- 
tion of directors or trustees, or other similar officers, shall not be 
held on the day designated by the constitution or by-laws, when 
it ought to have been held, the company for that reason shall 
not be dissolved; but it shall be proper to elect such directors, 
trustees, or other officers on any subsequent day as shall be pre- 
scribed by the constitution or by-laws. 


18. Liability of stockholders.—667. Each stockholder 
shall be liable for the debts of the corporation to the extent of 
the amount that may be unpaid upon the stock held by him, to 
be collected in the manner herein provided. Whenever any 
action is brought to recover any indebtedness against the cor- 
poration, it shall be competent to proceed against any one or 
more of the stockholders at the same time, to the extent of the 
balance unpaid by such stockholders upon the stock owned by 
them respectively, as in cases of garnishment. 


19. Certificate of final payment of capital stock re- 
leases stockholders from liability for debts.—668. The 
president and a majority of the board of trustees, directors or 
other similar officers, after the payment of the last instalment of 
the capital stock, so fixed and limited by the company as afore- 
said, shall make a certificate stating the amount of the capital 
stock so fixed and paid in, which certificate shall be signed and 
sworn to by the president and a majority of the board of trus- 
tees, directors or other similar officers, and record the same in 
the office of the clerk and recorder of the county within which 
such corporation shall be formed; and from the date of the 
making and recording of such certificate as aforesaid, the stock- 
holders of such company shall not be liable for any of the debts 
of such corporation. i 


20. Stock may be issued in payment for property.— 
669. The directors, trustees or other similar officers, of any 
such corporation, may purchase real and personal property nec- 
essary for their business, and issue stock to the amount of the 
value thereof in payment therefor; and the stock so issued 
shall be declared and taken to be full-paid stock, and not liable 
to any further calls or assessments thereon, nor for any debt 
of the corporation. 


CoLoRabo. 33 


21. Any church may incorporate. Trustees defined. 
—670. Any congregation, church or society, heretofore incor- 
porated under the provisions of any law for the incorporation of 
religious, educational or benevolent societies, may become in- 
corporated under the provisions of this act, in the same manner 
as if it had not been previously incorporated; in which case the 
new corporation shall be entitled to and invested with all the 
teal and personal estate of the old corporation, subject to all its 
debts, contracts and liabilities. The words ‘‘directors” and 
‘trustees,’ whenever used in this act, shall be construed to in- 
clude wardens, vestrymen, or such other officers as perform 
the duties of trustees or directors. 


22. Synods, etc., how incorporated.—671. If any body 
of Christians, or other religious denomination, has, or shall 
have, according to its mode of government, an organization, 
whether known as synod, presbytery, conference, episcopate, or 
other name, with ecclesiastical or spiritual jurisdiction over its 
members throughout this State, and its authorities shall desire 
to engage in works of education, benevolence, charity and mis- 
sions, and shall deem an incorporation convenient for the more 
successful administration of such works, all or any of them, its 
said authorities, with such persons as they may associate with 
them, may cause such incorporation to be formed in the manner 
and with the powers hereinbefore provided for the incorporation 
of a church, congregation or society. 


CONNECTICUT. 


CONSTITUTION. Article VII. 
[Adopted Sept. 5, 1818. ] 


1. Rights of conscience. Powers of churches.—1. It 
being the duty of all men to worship the Supreme Being, the 
Great Creator and Preserver of the Universe, and their right to 
render that worship in the mode most consistent with the 
dictates of their consciences, no’ person shall by law be com- 
pelled to join or support, nor be classed with, or associated to, 
any congregation, church or religious association. But every 
person now belonging to such congregation, church or religious 
association, shall remain a member thereof until he shall have 
separated himself therefrom in the manner hereinafter provided. 
And each and every society and denomination of Christians in 
this State shall have and enjoy the same and equal powers, 
rights and privileges; and shall have power and authority to 
support and maintain the ministers or teachers of their respec- 
tive denominations, and to build and repair houses for public 
worship by a tax on the members of any such society only, to 
be laid by a major vote of the legal voters assembled at any 
society meeting, warned and held according to law, or in any 
other manner. 


2. Non-liability for church expenses, how secured.— 
2. If any person shall choose to separate himself from the 
society or denomination of Christians to which he may belong, 
and shall leave a written notice thereof with the clerk of such 
society, he shall thereupon be no longer liable for any future 
expenses which may be incurred by said society. 


GENERAL STATUTES, 1888. 
(With amendments to 1894.) 
Cuap. CXIX. Private CorPoRATIONS. GENERAL PROVISIONS. 


3. Name must indicate corporate existence.— 1905. 
The name of every private corporation hereafter shall indicate 
that it is a corporation. 

(34) 


CoNNECTICUT. 35 


4. Powers.—1906. Every private corporation may, when 
no other provision is specially made, receive, purchase, hold, 
sell and convey real and personal estate, as the purposes of the 
corporation shall require, not exceeding the amount limited in 
its charter; may sue and be sued, complain and defend in any 
court; have a common seal, which it may alter at pleasure; 
elect in such manner as it may determine all necessary officers, 
fix their compensation, and define their duties and obligations; 
and may make by-laws consistent with law for its government, 
the regulation of its affairs, and the management of its property. 


5. How incorporated. Limit onincome. Articles to 
be filed. Dissolution.—1907. Any number of persons not 
less than three may associate for any lawful purpose, where no 
capital stock iscreated; and, being so associated, shall bea body 
politic and corporate, and may purchase, hold, and convey real 
and personal estate, the annual income from which shall not 
exceed five thousand dollars; but before any such association 
shall be entitled to the privileges herein granted, it shall lodge 
with the secretary of the State a copy of its articles of associa- 
tion, attested by its presiding officer and secretary, and cause 
them to be recorded in the records of the town where such asso- 
ciation is situated; and no subsequent alteration or amendment 
of its articles of association shall take effect until it is so at- 
tested, lodged, and recorded; and the General Assembly may at 
any time rescind the powers of any such association and pre- 
scribe the mode of settlement of its affairs. 


6. By-laws for assessments, fines, etc.—1908. Any 
association formed under the provisions of the preceding sec- 
tion may make by-laws imposing fines and penalties, and lay 
assessments to further the objects of such association, but such 
by-laws and assessments shall be adopted by two-thirds of the 
members of the association, and no assessment or fine shall 
exceed the sum of twenty-five dollars, and such association 
may sue for and collect such fines and assessments. 


7. Acts and charters subject to alteration and 
repeal.—1gog9. All acts creating or authorizing the organiza- 
tion of corporations, or altering the charters of corporations 
previously existing, which have been or shall be passed by the 
General Assembly, and the charters of all corporations hereto- 
fore granted, and under which no corporations have been 
organized, shall be subject to alteration, amendment, and 


36 RELIGIOUS CORPORATIONS. 


repeal at the pleasure of the General Assembly, unless other- 
wise expressly provided in such acts. 


8. Charters void unless corporation organized.—1910. 
The charter of any private corporation hereafter granted shall 
be and become void, unless said corporation shall be organized, 
and a certificate of such organization sworn to by the president 
or secretary, or, if there be no such officers, by an officer hay- 
ing custody of the records of such corporation, shall be filed in 
the office of the secretary of the State within two years from 
the date of the approval of its charter. 


9. Amendments, how made operative.—i911. When 
any amendment or alteration of the charter of any corporation 
shall be made, if it be not otherwise specially provided in the 
resolution making such alteration or amendment, it shall not 
become operative, unless within six months after its passage it 
shall be accepted at a meeting of said corporation, legally 
warned for that purpose, nor unless an attested copy of said 
acceptance shall be lodged on file in the office of the secretary 
of the State, to be recorded by him in a book kept for that pur- 
pose; and such acceptance shall operate to make the original 
charter, and all resolutions amending and altering the same, 
subject to amendment, alteration, and repeal, at the pleasure 
of the General Assembly. 


TITLE XXXI. EccLesiAsTICAL SOCIETIES. 
Cuap. CXXVIII. GENERAL PROVISIONS. 


10. Societies, how formed. Powers.*—2051. Christians 
of every denomination and Jews may unite to form religious 
societies; and societies incorporated, or formed by voluntary 
association for public religious worship, shall hold and manage 
all property belonging to them, appropriated to the use and 
support of public worship, and may receive any grants or dona- 
tions, and by voluntary agreement establish funds for the same 
object. 


11. Membership, how secured.t—2z052. When any per- 
son, not a member of any other religious society, shall desire 
to join any religious society, he may sign and lodge with its 
clerk, or, if there beno clerk, with any other officer thereof, a 


* See No. 5, Section 1907, p. 35. 
TSee Act of 1893, Sec. 2, , + 43. 


—~ 


CoNNECTICUT. 37 


written declaration of his desire to become a member of it, 
which declaration shall be read at its next meeting; and there- 
upon such person shall become a member thereof, unless a 
majority shall, at such meeting, manifest their dissent thereto. 


12. Membership, how terminated.—2053. Any person 
may terminate his membership of any religious society by giving 
notice in writing of his intention so to do to its clerk, or, if 
there be no clerk, to any other officer thereof. And every 
religious society may, by a two-thirds vote of the members 
present at any annual meeting, terminate the membership of 
any member who shall have become a member of another 
Teligious society, or who shall have for one year ceased to 
attend the stated public services of said society, and shall have 
been notified of the proposed action, either personally or by let- 
ter addressed to him at his last known place of residence by the 
clerk or either of the committee of such society, and deposited 
in the post-office, postage paid, not less than fifteen days before 
the time of holding such meeting; and the clerk of every religi- 
ous society shall prepare and keep with its records a list of its 
members, and report to each annual meeting the names of 
those persons whose membership shall have terminated since 
the last annual meeting, or shall be liable to be terminated as 
above provided. 


13. Membership, how validated.—2z054. All persons 
who have heretofore been elected members of any religious 
society in this State by a major vote, or in accordance with any 
established custom of election in such society, and whose mem- 
bership has not heretofore terminated, shall be entitled to all 
the privileges, and liable to all the duties appertaining to mem- 
bers who have been elected according to law. 


14. Annual meetings, how warned.—20s5. The mem- 
bers of the several religious societies may annually meet, at the 
usual place of holding meetings, or at such place as they shall 
establish, upon warning and notice given at least five days before 
such meeting by the committee of the society or congregation, 
or, if there be no committee, by the clerk, and if there be no 
clerk, by a warrant from a justice of the peace, upon applica- 
tion of five or more members of the society. 


15. Special meetings, how warned.—z2o056. A special 
meeting of any religious society may at any time be warned by 
the committee of such society; and shall be warned by such 


38 RELIGIouS CoRPORATIONS. 


committee, or, if there be no committee, by the clerk, at any 
time when application in writing for that purpose is made to 
such committee or clerk by ten members of such society, or by 
five members when all the members do not exceed twenty-five. 


16. Warning, when to be posted or published.—z057. 
The warning of every meeting of a religious society shall, in 
the absence of any by-law to the contrary, be given by posting 
the same on a sign-post in the town nearest where they usually 
meet for public worship, five days at least before said meeting; 
or by advertising the same for at least five days before said 
meeting in a daily newspaper published in said town; or in the 
manner which shall have been the custom of said society during 
the ten years next preceding. 


17. Clerk, committee, and treasurer, appointment 
and duties.—2z058. Such societies shall at their annual meet- 
ings appoint a clerk, who shall be sworn and make entries of all 
the votes of the society; three or more of their members to be 
a committee to order the affairs of the society for the year ensu. 
ing, who shall adjust and settle all the claims against the society, 
and draw orders on the treasurer for the payment of the same; 
a treasurer, who shall receive all the money belonging ta the 
society, and pay over the same to the order of the society, or its 
committee, and render his account therefor when required; and 
two or more tythingmen, who shall be sworn... . . Provided, 
That at any annual meeting any such society may appoint its 
committee to consist of three members, one to hold office for one 
year, one for two years, and one for three years, and thereafter 
one member of such committee shall be appointed at each 
annual meeting to hold office for three years. But any society 
which has so appointed its committee may, at any special meet- 
ing of the society called for the purpose, vote that it will no 
longer appoint its committee as hereinbefore provided; and 
thereupon the terms of office of all the members of its com- 
mittee shall end at its next annual meeting, and thereafter its 
committee shall be appointed according to the provisions of this 
section. - 


18. Vacancies.—2059. Vacancies occurring in any of 
said offices during the course of the year may be filled at any 
special meeting. 


19. Tythingmen may be appointed.—2060. The mem- 
bers of any church or organization instituted for public reli- 


ConNECTICUT. 39 


gious worship, which is not connected with an ecclesiastical 
society, may, at its annual or any special meeting duly called 
for that purpose, appoint two or more tythingmen, who shall 
be sworn. 


20. Tythingmen need only to be attendants.—2o061. 
Tythingmen appointed by any ecclesiastical society, church, or 
religious organization may be chosen from persons who usually 
attend the public religious worship of such society, church, or 
organization, whether they are members of the same or not. 


21. Tythingmen, duties.—2062. Tythingmen duly ap- 
pointed and sworn shall have power to apprehend and carry 
before a justice of the peace, to be dealt with according to law, 
all persons in any manner disturbing or unlawfully interfering 
with any meeting of the society or organization by which said 
tythingmen have been appointed. 


22. Agents of societies, first trustees.—2063. In the 
absence of any special appointment, the first trustee or com~- 
mitteeman of any religious, ecclesiastical, literary, or elee- 
mosynary society, shall be, ex-officzo, the agent of such society. 


23. Powers of societies.—2064. Religious societies may 
meet when necessary, and adjourn from time to time; settle 
ministers according to the usage of their denomination ; repair 
their houses of worship; make regulations for the support of 
teligious worship, establish the times and places of holding 
their meetings, and the mode of warning them; and appoint 
committees or agents, to carry into effect their votes. 


24. Churches, building and location of, how de- 
cided.—z065. Any society may, by a vote of two-thirds of the 
members present, agree to build a new house of worship, and 
establish the place where it shall be erected; or may apply to 
the superior court in the county where such society is situated, 
to establish the place, and such court may establish the place; 
and it shall not then be lawful to erect it in any other place. 


25. Taxes, how imposed and collected.—2066. Every 
society may lay a tax on its members to build and repair houses 
of worship, to provide for the annual support of the ministry, 
and to defray any other expense necessarily incurred in the 

*proper business of such society; which tax may be laid on the 
assessment list last before, or next thereafter to be, completed 


40 RELIGIOUS CORPORATIONS. 


by the assessors and board of relief, and shall be payable within 
one year after the same is granted. 


26. Voters, qualifications of—2067. The members of 
each society, of the age of twenty-one years, may vote in its 
meetings; and if any other person shall intermeddle or vote in 
any meeting thereof, he shall forfeit three dollars for every 
such offense, half to him who shall sue therefor, and half to 
the society. 


27. Pews may be assessed or sold for support of 
worship.—2068. Every religious society may provide for the 
support of public worship, in whole or in part, by an assessment 
on the pews of its church, to be made by the society’s commit- 
tee, or such other person as the society may appoint, the pay- 
ment of which may be enforced by the sale of the use of any 
such pew for such time as may be necessary, on giving twenty- 
one days’ notice in a newspaper published in the town where 
said church is situated, or if no paper is published in said town, 
by posting a notice on the door of said church; a copy of which 
notice shall also be left with the owner of said pew, or at his 
usual place of abode, if within this State, at least twenty-one 
days before said sale; but no other estate shall be liable to be 
taken for the payment of such assessment. No such assessment 
shall be made upon any such pew not occupied by its owner, or 
by some person claiming under him at the stated public re- 
ligious services in said house; and no such sale shall be made 
unless the owner of such pew shall refuse to sell it to the society 
at the price which such society originally received therefor. 


28. Assessments may be recovered by suit.—2o69. If 
the owner and occupant of any pew shall neglect or refuse to 
pay his equitable proportion of the expenses of maintaining 
public worship, the society may recover the same from him, in 
any proper action. 


29. Pews, how vested in society.—2070. When a ma- 
jority of the pew-owners, in any house of public worship, shall 
desire to sell and transfer to the religious society connected 
therewith their respective pews, for the purpose of supporting 
public worship in such house, and any other pewholders refuse 
to sell their respective pews to such society, or cannot agree 
with such society upon the price to be paid for such pews, such 
society may bring its complaint to the superior court, against 
the person or persons refusing to sell, or failing to agree upon a 


ConneECTICUT. 41 


price to be paid as aforesaid; and if said court shall find that it 
will be for the convenience and necessity of such society to own 
such pews, for said purpose, the court shall proceed to ascertain 
the value thereof, and may make such order relative thereto, 
and to the costs of such proceeding, as shall be deemed just; 
and when such society shall have paid to such pew-owners the 
amounts awarded to them respectively, or, on their refusal to 
accept the same, shall have deposited the same for their use, 
with the clerk of the court, the title to said pews shall be then 
vested in said society. 


30. Society, located in two or more towns, powers 
of.—z2071. When any society is constituted out of two or more 
adjoining towns, so that part of the society in any such town 
has distinct interests in any grants, donations, or sequestrations, 
for the support of the ministry, such part of the society shall 
have the same power and authority to manage said interests, 
which are herein given to societies, and may in the same man- 
ner warn meetings of such part of a society, and appoint a 
clerk, who shall be sworn, and a committee to take care of said 
interests. 


31. Pews, grants of, how made good.—2072. No grant, 
sale, or lease, of any pews, in any house of worship, for more 
than one year, shall be good, as against any person but the 
grantor, lessor, and his heirs, unless made, executed, and 
acknowledged as deeds of land, and recorded at length in a 
book to be kept for that purpose by the clerk of such society, 
who shall record the same, and receive the same compensation 
therefor as town clerks for recording deeds. 


CHURCHES OF CHRIST. 
[Act of April 4, 1893.] 


32. How incorporated.—1. Any church of Christ now 
existing, or which may be hereafter organized, in this State, 
may become a corporation or body politic, when its purpose so 
to do shall be determined by a two-thirds vote of its members 
of legal age present at a meeting duly warned and held for that 
purpose, by filing with the secretary of state a certificate of 
organization, signed by its clerk and any two of its other officers. 
All persons who at the date of the organization of said corpo- 
tation are, or thereafter shall become, members of said church, 
shall, so long as they remain members of said church, be 


42 RELIGIOUS CORPORATIONS. 


members of said corporation, but in the election of its officers 
and management of its secular affairs, only those members of 
legal age present at any meeting shall be entitled to vote. 


33. Powers.—2. Every such corporation formed or or- 
ganized under the provisions of this act shall be a body politic 
and corporate by the name adopted in said certificate, and by 
such name shall have perpetual succession, with power to sue 
and be sued, to plead and be impleaded, in all suits whatever, 
either at law or in equity, and to purchase, receive, use, mort- 
gage and convey any and all estate, both real and personal, 
necessary and proper for the purposes of religious corporations; 
and in case there is no ecclesiastical society connected with said 
church, then said corporation, so formed or organized, under the 
provisions of this act, shall have, possess, and enjoy all the 
rights and privileges of, and be subject to all the duties enjoined 
upon, ecclesiastical societies by the laws of this State. 


34. Society may transfer property to church.—3. 
Any ecclesiastical society connected with a church of Christ in 
this State, may by a unanimous vote of its members present at 
a meeting duly warned and held for that purpose, assign, trans- 
fer and convey to the church of Christ with which itis con- 
nected, and which shall have been incorporated, either under 
the provisions of any general law, or by special act of the Gen- 
eral Assembly of this State, all the property and estate, real and 
personal, and trust funds of said society, to be held by said 
church corporation under and upon the same yses and trusts 
upon which the same had previously been held by said society; 
and the committee of any society passing such a vote are hereby 
authorized to make, pursuant to the terms of such vote, any 
and all conveyances necessary to complete such assignment and 
transfer; but before the same shall be effectual, a certificate of 
the fact of such assignment and transfer shall be filed in the 
office of the secretary of state by the clerk of said society; and 
every assignment and transfer so made shall be subject to the 
debts and liabilities of the society making the same, to the same 
extent as previous to such conveyance. 


35. Society, when and how dissolved.—4. Any eccle- 
siastical society which shall hereafter vote under the provisions 
of the preceding section of this act, to assign, transfer, and con- 
vey to a duly organized church corporation all its property and 
estate, including the trust funds of said society, may, thereupon, 


a 


CoNnNECTICUT. 43 


at the same or a subsequent meeting of said society, due 
notice having been given, by a two-thirds vote of its members 
present, vote to dissolve its own organization; and in case any 
such ecclesiastical society shall so vote, the same shall become 
and be dissolved upon making proper conveyance of its property 
as aforesaid, and upon filing a certificate of the fact of said 
vote of dissolution and of such conveyance in the office of the 
secretary of state signed by the clerk of said society; and 
thereafter the church corporation to which such assignment and 
transfer shall have been made shall have, possess, and enjoy all 
the rights and privileges of, and be subject to all the duties 
enjoined upon, ecclesiastical societies by the laws of this State. 


36. Power to hold property.—5. Any corporation 
which may be organized in accordance with the provisions of 
this act shall have power to take, receive, hold, and convey any 
and all estate, real or personal, which may be given or be 
bequeathed to it by any person or party, in trust or otherwise, 
for any charitable, benevolent, educational, ecclesiastical, or 
missionary object or purpose. 


37. Unvested gifts of the society to ves+ in the 
church.—6. Any unvested gift or legacy to an ecclesiastical 
society which, pursuant to the provisions of this act, has ceased 
to exist, shall inure to and vest in the corporation which here- 
under has taken its place. 


38. Liability of member of society unchanged.—7. 
Nothing herein shall affect or abridge the liability of any mem- 
ber of any ecclesiastical society to it, or on account of any of 
its debts incurred before the dissolution of said society. 


ECCLESIASTICAL AND RELIGIOUS SOCIETIES. 
[Act of April 4, 1893. ] 


39. Societies empowered to form constitutions and 
by-laws.—1. Any and all ecclesiastical and religious societies 
shall have such right to form such constitution and by-laws for 
their own government as they shall deem proper, not incon- 
sistent with the laws of this State. 


40. Membership, how acquired, where there is no 
separate church.—z. When any person, who is not a mem- 
ber of any other ecclesiastical or religious society or association, 
shall desire to join any ecclesiastical or religious society which 


44 RELIGIOUS CORPORATIONS. 


does not provide for any church organization separate from its 
ordinary membership, such person may sign and lodge with its 
clerk a written declaration of his or her desire to become a 
member of it, which declaration shall be read at its next meet- 
ing, and by a majority vote of the members present referred to 
such committee as the society shall select for an examination of 
the qualifications and reasons of the candidate for his or her 
desire to become a member of said society, and said commit- 
tee shall report upon said application at a subsequent meeting of 
said society, and if, on a report of said committee favorable to 
said candidate, he or she shall at said meeting be elected by a 
two-thirds vote of the members present, such person shall there- 
upon become a member of said society. The provisions of this 
act shall not apply to the Protestant Episcopal Church. 


Cuap. CXXIX. Societies or ParTICULAR DENOMINATIONS. 


41. This chapter of the General Statutes contains special 
provisions for the following denominations: 


2075-2077. Protestant Episcopal Church. 
2078-2086. Methodist Episcopal Church. 
2087-2089. Swedish Lutheran Evangelical Church. 
2090-2091. Shakers. 

2092-2094. Roman Catholic Church 


DELAWARE. 


CONSTITUTION. Article VII. 


[In effect, Dec. 2, 1831. ] 


1. Rights of societies unimpaired. Ministers cannot 
be civil officers.—8. The rights, privileges, immunities and 
estates of religious societies and corporate bodies shall remain 
as if the Constitution of this State had not been altered. No 
ordained clergyman or ordained preacher of the Gospel of any 
denomination, shall be capable of holding any civil office in this 
State, or of being a member of either branch of the Legislature, 
while he continues in the exercise of the pastoral or clerical 
functions. 


REVISED STATUTES, 1898. 
Cuap. XXXIX. Or Rewicious SocIeETIEs. 


2. How incorporated.—1. Any religious society or con- 
gregation of Christians, consisting of fifteen or more persons, 
may become incorporated by the election of trustees, not less 
than three and not more than twelve, and the taking a name 
and certifying the same, under the hands and seals of said trus- 
tees, to the recorder of deeds. ; 


3. Trustees to be elected.—z. Such trustees shall be 
elected at a public meeting of the society or congregation, held 
at their usual place of worship, on ten days’ notice by advertise- 
ments at the front door of such place, and by a plurality of 
votes of the members present. 


4. Powers. Majority validates—3. The trustees so 
elected and their successors shall be a corporation by the name 
so adopted and certified; shall have perpetual succession with 
all the incidents and franchises of a corporation aggregate, and 
with power to purchase, receive, hold and enjoy property, real 
and personal, for the use of the said society or congregation, 
their ministers or members, or for schools, almshouses or 

(45) 


46 RELIGIOUS CORPORATIONS. 


burying-grounds. The act of a majority of the trustees shall 
be valid. 


5. Property to vest in trustees.—4. All the estate, 
tight and title which any such society, or congregation, may 
have in any property, real or personal in themselves, or by 
trustees, or for their use before incorporation, shall, wpon incor- 
poration, become vested in the trustees, who may grant, demise, 
or dispose thereof. 


6. Vacancies.—s5. Other trustees may be elected, and 
vacancies filled by election, as prescribed in section 2, and the 
election of a successor to any trustee shall remove him from 
office. 


7. Chairman, duties of.—6. The trustees shall choose one 
of their number chairman. He shall have custody of the seal 
and all books and papers of the corporation, shall make fair 
entries therein of all the proceedings of the trustees, and every 
member of the society, or congregation, shall have access. 
thereto. 


8. Registers to be evidence.—7. ‘The registry, kept in 
any such books, of marriages, births, deaths, or burials, shall 
be evidence in all courts; and the copy of any entry, certified 
under the corporate seal and hand of the chairman, shall be 
evidence. 


9. Treasurer.—8. ‘The trustees may also choose one of 
their number treasurer, and may require him to give security. 
He shall receive and account for all the money of the corpora- 
tion. If no treasurer be chosen, the chairman shall receive and 
account for such money. 


10. Mortmain provisions.—10. But all gifts, or grants, 
to any such corporation, of any real estate, or of money, secu- 
rities, or other thing of value, to be laid out in real estate, shall 
be by deed duly executed, delivered, acknowledged and recorded 
at least one year before the death of the donor or grantor, to 
take effect presently for the use of the corporation, and without 
any power of revocation, trust, condition, or limitation what- 
ever, or the same shall be void, unless such grant shall be really 
and bona fide for a full and valuable consideration actually paid, 
without fraud or collusion, before executing such deed. 


11. Limit on property.—11. The yearly rents and profits 
of the whole real estate held or enjoyed by, or for, any such 


DELAWARE. 47 


corporation, shall not exceed three hundred dollars; and the 
yearly interest, or income, of all its personal property, shall not 
exceed six hundred dollars. 


12. Prior gifts valid. Proviso.—12. All real estate, 
bona fide given, or granted by will, deed, or other conveyance 
to any religious soeiety, or congregation, or to any one in trust 
for them, or to their use, before the twentieth day of October, 
A.D. 1744, shall be for the use of the same, according to the 
intent of the donor or grantor, and the form and effect of the 
will, deed, or conveyance; Provided, That the said society, or 
congregation, shall have been, for twenty years hitherto, in the 
adverse and quiet possession of the same. 


CuHap. CCLXXV, Vou. XI. Conveyances anp DEVISES oF 
EstaTE FOR RELIGIOUS PURPOSES. 


13. Grant to ecclesiastical officer vests no estate.—1. 
That no grant, conveyance, devise or lease of personal or real 
estate to, nor any trust of such personal or real estate for the 
benefit of any person, and his successor or successors in any 
ecclesiastical office, shall vest any estate or interest in said person 
or his successor; and no such grant, conveyance, devise, or lease 
to or for any such person by the designation of any such office, 
shall vest any estate or interest in any successor of such person. 
But this section shall not be deemed to admit the validity of. 
any such grant, conveyance, devise or lease heretofore made. 


14. Title and interest to vest only in corporation.—z. 
That no grant, conveyance, devise or lease of any real estate, 
dedicated or appropriated, or intended to be dedicated or appro- 
priated to purposes of religious worship for the use of any con- 
gregation or society shall vest any right, title or interest in any 
person or persons to whom such grant, conveyance, devise or 
lease be made unless such grant, conveyance, devise or lease 
shall be made both in form and in fact, to a corporation organ- 
ized according to the provision of the laws of this State, as con- 
tained and provided in, and by, the 39th chapter of the Revised 
Code, under the title of ‘‘ Religious Societies.” 


15. Real estate at death of officer vests in the con- 
gregation.—3. That any real estate of the description named 
in second section of this act, and which has been heretofore 
granted, devised or demised, to any person or persons in any ec- 
clesiastical office by the designation of such office or otherwise, 

8 


48 RELIGIOUS CORPORATIONS. 


shall be deemed to be held in trust for the benefit of the 
congregation or society using the same, and shall upon the 
death of the person or persons in whom the title shall be vested 
at the time of the passage of this act, vest in the religious cor- 
poration formed by the congregation or religious society occu- 
pying and enjoying such real estate as aforesaid, Provided, such 
corporation organized according to the laws of this State, shall 
be in existence at the time of the decease of the person or per- 
sons holding the title thereto. 


16. If congregation not incorporated, estate to be 
escheated.—4. That in the event such corporation or society 
shall not be incorporated as aforesaid, then, and in that case, 
the title of such real estate shall escheat to the State of Dela- 
ware, in the same manner and with the same effect, as if the 
person holding the title thereto had died intestate and without 
heirs capable of inheriting such real estate. 


17. Escheated property, to be conveyed to congre- 
gation when incorporated.—s5. That whenever title to any 
real estate shall escheat to the State of Delaware under and by 
virtue of the last preceding section, it shall be the duty of the 
secretary of state of this State, and he is hereby authorized, 
upon his being satisfied of the due incorporation of the congre- 
gation or society who have occupied and enjoyed such real 
estate for the purpose of religious worship, under and accord- 
ing to the provisions of the law first named in the second sec- 
tion of this act, and a further production to him of a certified 
copy of the recorded certificate of the incorporation, under the 
hand and seal of the recorder of the county, in whose office 
the same is recorded, to grant and convey such real estate and 
all the right, title and interest of the State of Delaware therein 
and thereto to said corporation, which shall thereupon be vested 
with all the right, title and interest which became vested in the 
State by virtue of the provisions of this act. 


Cuap. CXLVII, Vou. XVII. Private CorporaTions.* 


18. Corporate Powers.—1. That every corporation, as 
such, shall be deemed to have power: 

1. To have succession, by its corporate name, for the 
period limited in its charter or certificate of incorporation, not 
exceeding twenty years, and when no period is limited, for 


*This chapter applies by the provisions of Sections 9, 45, and 47 to religious corpo- 
rations. The omitted Sections apply only to corporations for profit. 


DELAWARE. 49 


twenty years, except corporations created by act of Assembly 
for public improvement; 

2. To sue and be sued, complain and defend in any court 
of law or equity; 

3. To make and use a common seal, and alter the same at 
pleasure; 

4. To hold, purchase and convey such real and personal 
estate as the purposes of the corporation shall require, not 
exceeding the amount limited in its charter, and all other real 
estate which shall have been bona fide mortgaged to the said 
company by way of security, or conveyed to them in satisfac- 
tion of debts previously contracted in the course of dealings, 
or purchased at sales upon judgments or decree which shall be 
obtained for such debts; and to mortgage any such real or per- 
sonal estate with their franchises; the power to hold real and 
personal estate shall include the power to take the same by 
devise or bequest, excepting when the same is forbidden by 
law in certain cases; Provided, however, that nothing herein 
contained shall prohibit manufacturing or trading corporations 
from accommodating their customers by making payments or 
disbursements out of any sum of money received from such 
customers; 

5. To appoint such subordinate officers and agents as the 
business of the corporation shall require, and to allow them a 
suitable compensation; 

6. To make by-laws not inconsistent with the Constitution 
or laws of the United States or of this State, fixing and alter- 
ing the number of its directors for the management of its prop- 
erty, the regulation and government of its affairs, and for the 
certification and transfer of its stock, with penalties for the 
breach thereof not exceeding twenty dollars; 

7. To wind up and dissolve itself, or be wound up and dis- 
solved in the manner hereafter mentioned. 


19. Act applicable to all corporations.—9. Any cor- 
poration organized under any general law of the Legislature, 
now or hereafter to be passed, shall, in addition to the powers 
and restrictions thereon to which it may become subject, or of 
which it shall be possessed by virtue of its organization and the 
act authorizing the same, be additionally possessed of all the 
powers, and be subject to all restrictions thereon in this act 
contained, so far as the same are consistent with the act under 
which it may as aforesaid be organized. 


5° RELIGIOUS CORPORATIONS. 


20. Who may incorporate.—1o0. It shall be lawful for 
three or more persons to become incorporated under the pro- 
visions of this act for the purpose of carrying on any manufac- 
turing business, . . . . or for religious, charitable and literary 
purposes. 


21. Certificate, contents of. Amendments.—11. The 
certificate of incorporation shall set forth: 

1. The corporate name; 

2. The object of the incorporation and the location of the 
principal place of business, if it be for business purposes; 

3. The amount of capital stock, the number and par value 
of shares, and the amount to be paid in before commencing 
business, which shall not be less than ten per cent. of the whole 
capital. This shall not apply to religious, charitable and lit- 
erary corporations, unless it be desired to have a capital stock. 
In case of such corporations the election not to have a capital 
stock shall be stated in lieu of the amount thereof, and the con- 
ditions of membership shall also be stated; 

4. The name and residence of the original subscribers to 
the capital stock, or, if there be no stock, of the original cor- 
porators; 

5. The periods at which the corporation shall commence 
and terminate, not exceeding twenty years; 

6. The value of real and personal estate of which the cor- 
poration may become seized and possessed. . 

The certificate may also contain any limitation upon the 
powers of the corporation, the directors, and the stockholders, 
which may be desired by the parties signing the same; pro- 
vided such limitation does not attempt to exempt the corpora- 
tion, the directors, or the stockholders from the performance of 
any duty imposed by this act or any law of this State. 

The certificate shall be signed by the original corporators, 
ot a majority of them, and shall be acknowledged, before any 
‘officer authorized by the laws of this State to take acknowledg- 
ments of deeds, to be the act and deed of the signers, respec- 
tively, and that the facts therein stated are truly set forth. 

Amendments and alterations of the original certificate 
may be made by a supplemental certificate, presented, ap- 
proved, filed and recorded in the same manner in every respect 
as is provided in reference to the original certificate. 


22. Certificate, judge of the county to issue. To be 
filed._12. The said certificate shall be presented to the 


DELAWARE. 51 


associate judge of the county in which the principal place of 
business of the proposed corporation is located. Notice of the 
intention to apply for incorporation shall be published daily (if 
there be a daily paper published in the county) in two news- 
papers of the county for at least ten days immediately prior to 
the application. If there be no daily paper in the county, then 
for three successive issues. Satisfactory proof of the publica- 
tion shall be made to the judge, who may, in any case, require 
any further publication which he maydeem necessary. It shall 
be the duty of the judge to peruse and examine the said cer- 
tificate, and if, after such perusal and examination it still appear 
to the said judge that the purposes of the proposed incorpora- 
tion are lawful and involve nothing detrimental to the public 
interest and welfare, that the certificate is in proper form, that 
the proposed amount of the capital stock and value of real and 
personal estate which the corporation may acquire are proper 
with respect to the purpose of the incorporation, and that a 
majority of the corporators named in the certificate are then 
bona fide residents of this State, it shall be his duty to indorse 
thereon his approval and to transmit the said certificate so 
indorsed to the secretary of State to be filed in his office, and 
a copy of the same, furnished and certified by the said secre- 
tary, under his hand and the seal of his office, shall be recorded 
in the recorder’s office of the county in which the application 
aforesaid is made. 


23. Certificate to be evidence.—13. The original copy 
of said certificate furnished by the secretary of State, when the 
same has been certified by the recorder to have been recorded, 
or the record thereof, or a duly certified copy of such record, 
shall be evidence in any court of law or equity. 


24. Time incorporation takes effect.—14. Upon the 
making of the said certificate, and its approval, filing and 
recording as aforesaid, the persons therein named as original 
subscribers or corporators, their successors and assigns, shall 
be, from the time of commencement mentioned in said certifi- 
cate and until the time limited therein for the termination 
thereof, a body corporate and politic in law and in fact, by the 
name mentioned in said certificate; Provided, That the Legis- 
lature may at pleasure dissolve any corporation created by vir- 
tue of this act, or alter and amend its charter. 


25. Act applies to all companies.—15. All companies 
that may be hereafter established within this State, under the 


52 RELIGIOUS CORPORATIONS. 


provisions hereinbefore contained or under any law of this 
State, and also the officers of every such company, and the 
stockholders therein, may exercise the powers and shall be gov- 
erned by the provisions and be subject to the liabilities herein- 
before and hereinafter provided. 


26. Elections, by ballot unless otherwise provided. 
Candidates cannot be officers of election.—23. All elec- 
tions for managers or directors of every incorporated company 
of this State shall be held by ballot (unless otherwise ex- 
pressly provided in their respective charters), and every such 
election shall be held upon the day for the annual election speci- 
fied in the certificate of incorporation, and between such hours 
as may be provided in the by-laws. No person who is a candi- 
date for the office of director in any incorporated company in 
this State shall act as judge, inspector, or clerk, or in any 
other character as the conductor of any election for directors for 
such company, unless there be an insufficient number of other 
stockholders present, and any violation of this provision shall 
make void the election of any such person as a director, and he 
shall be ineligible to the office of director of such company for 
twelve months next succeeding such election; Provided, That 
this election shall not apply to the first election of directors in 
any corporation. 


27. Dissolution, in case of, directors to be trustees.— 
32. Upon the dissolution in any manner of any corporation 
already created, or which may hereafter be created by or under 
any law of this State, the president and directors, or the man- 
agers of the affairs of the said corporation at the time of its dis- 
solution, by whatever name they may be known in law, shall be 
trustees of such corporation, with full power to settle the affairs, 
collect the outstanding debts, and divide the moneys and other 
property among the stockholders, after paying the debts due 
and owing by such corporation at the time of its dissolution, as 
far as such moneys and property shall enable them. 


28. Chancellor may appoint receiver.—35. When any 
corporation shall be dissolved in any manner whatever, the 
chancellor, on application of any creditor or stockholder of such 
corporation, at any time, may either continue such directors 
trustees as aforesaid, or appoint one or more persons to be 
receivers of and for such corporation, to take charge of the 
estate and effects thereof, and to collect the debts and property 


DELAWARE. 53 


due and belonging to the company, with power to prosecute 
and defend, in the name of the corporation, or otherwise, all 
such suits as may be necessary or proper for the purpose afore- 
said, and to appoint an agent or agents under them, and to do 
all other acts which might be done by such corporation if in 
being that may be necessary for the final settlement of the 
unfinished business of the corporation; and the powers of such 
trustees or receivers may be continued as long as the chancellor 
shall think necessary for the purpose aforesaid. 


29. Chancellor has full jurisdiction.—36. The chan- 
cellor shall have jurisdiction of said application and of all 
questions arising in the proceedings thereon, and may make 
such orders, injunctions and decrees therein as justice and 
equity shall require. 


30. Dissolution, property vested in individuals.— 
39. On the final dissolution of any corporation created under 
this act, all its real and personal estate, not legally disposed of, 
shall be vested in the individuals who may be stockholders at 
the time of such dissolution, in their respective proportions, 
and they shall hold the same as tenants or owners in common. 


31. Existing corporations may come under this act. 
—43. Any corporation now existing under any law of this 
State, either general or special, may come under and be subject 
to the provisions and liabilities of this act in the same manner 
as if created under the same, if such company make a certifi- 
cate under the hands of the president and directors of the com- 
pany that said company desires to come under the said provi- 
sions and liabilities, which certificate shall be acknowledged, 
recorded and filed in the same manner as the certificate 
required by this act; Provided, That nothing in this section 
contained shall be held to affect any transaction, liabilities or 
debts of any such company heretofore done, accrued or con- 
tracted. 


32. Charter, how extended.—44. It shall be lawful 
for any corporation heretofore or hereafter created under or by 
virtue of this act, or of any law of this State, at any time 
before the expiration of its charter, or the period named in its 
certificate of organization, to file in the office of the secretary 
of state a certificate under its common seal, attested by the 
signature of its presiding officer, declaring its desire that the 


54 RE.icious CorPoRATIONS. 


period of its existence as such corporation shall be extended 
for any time therein mentioned, not exceeding twenty years. 


33. Members as well as stockholders included.— 
45 The provisions of this act relating to stockholders shall 
include members whenever applicable. 


34. State tax, how collected.—46. That the secretary 
of state is hereby authorized and directed to demand, for the 
use of the State, on certifying any charter of incorporation or 
renewal thereof, authorized by this act, the sum of twenty 
dollars when the capital stock of such corporation shall exceed 
fifty thousand dollars; Provided, That in the case of corporations 
for religious, charitable, or literary purposes, the said tax shall 
not be charged or collected. The fees of the secretary of 
state and of the recorder shall be as heretofore. 


35. Existing religious incorporations validated.— 
47. All religious incorporations now or heretofore existing 
under and by virtue of Chapter thirty-nine of the Revised Stat- 
utes of this State, or any supplement or supplements thereto, 
or under and by virtue of Chapter 419 of Vol. 13 of Laws of 
Delaware, be and the same are hereby validated and made legal 
incorporations, and all acts done in pursuance of said acts are 
hereby made valid. And all religious incorporations hereafter 
to be created may be created by and shall be subject in every 
respect to the provisions of said Chapter thirty-nine of the 
Revised Statutes and any supplement or supplements thereto; 
and for this purpose the said chapter and any and all supple- 
ments thereto, are hereby revived and reénacted with the same 
force and effect as though the same were set out in full in this 
act. Any religious incorporations created under this act shall 
be subject to the provisions of section 10 of said Chapter 39 of 
the Revised Code. 


SUPPLEMENT TO CHAPTER 39. 
[Act of Mar. 13, 1895. ] 


36. Trustees, change in number.—:. Any society or 
congregation of Christians heretofore incorporated under the 
act to which this is a supplement, or that may hereafter become 
incorporated under said act, may from time to time increase 
the number of trustees not to exceed twelve, and may decrease 
the number to not less than three by a vote of the society or 


DELAWARE. 55 


congregation at a public meeting called for that purpose in the 
same manner as provided in section 2* of the act to which this 
is a supplement, for the election of trustees, voting and count- 
ing the votes as provided therein. 


37. Change to be recorded.—z. If the society or con- 
gregation shall by a plurality of votes of the members present 
determine to increase or diminish the number of trustees, such 
fact shall be certified to the recorder of deeds in and for the 
county in which such society or congregation shall have prop- 
erty, to be by him recorded in the deed records thereof, which 
certificate shall set forth the number of trustees heretofore con- 
tained in the act of incorporation, and the number fixed by the 
meeting provided for by this act, and shall be signed by a 
majority of the board of trustees. The recorder shall receive 
the same fees now provided by law for like services. 


PARTICULAR DENOMINATIONS. 


38. Section 9 of Chap. XXXIX applies to the Protestant 
Episcopal Church, and Chap. too, Vol. 11, with Chap. 599, 
Vol, 19, to Roman Catholic Societies. 


*See No. 3, p. 44. 


DISTRICT OF COLUMBIA. 


REVISED STATUTES, D. C., 1894. 
RELIGIOUS SOCIETIES. 


1. Congregation may acquire property.—533. The 
members of any society or congregation in the District, formed 
for the purpose of religious worship, may receive by gift, 
devise or purchase not exceeding one acre of land and erect 
thereon such houses and buildings and make such other use of 
the land and such other improvements thereon as may be 
deemed necessary for the purposes named, and for the comfort 
and convenience of the society or congregation. 


2. Trustees may be elected according to denomina- 
tional rules.—534. Such society or congregation may assume 
a name. Any number of trustees not exceeding ten, who 
shall be styled trustees of such society or congregation by the 
name so assumed, may be elected or appointed according to 
the rules or discipline governing the church or denomination to 
which said society or congregation may belong. 


3. Certificate to be entered of record.—s535. The 
trustees shall immediately make a certificate under their hands 
and seals, stating the date of their election, or appointment, the 
name of the society or congregation, length of time for which 
they were elected or appointed, which shall be verified by the 
affidavit of one of the, persons making the same, and shall be 
filed and recorded in the office of the recorder of deeds of the 
District. 


4. Term of service.—s536. The trustees shall hold office 
during the period stated in their certificates, and vacancies in 
the office of trustee may be filled by election or appointment 
as provided in section five hundred and thirty-four; and rules 
and regulations may be adopted in relation to the management 
of the estate and the duties of trustees, or for their removal 
from office, in accordance with the rules or discipline governing 
the church or denomination to which such society or congrega- 

(56) 


District oF COLUMBIA, 57 


tion may belong, not inconsistent with the Constitution of the 
United States and the laws in force in the District. [As 
amended, 22 Stat. L., 529.] 


5. Election of successors.—537. At the expiration of 
the term of service of any of the trustees, one or more success- 
ors may be elected or appointed, as provided in section five 
hundred and thirty-four, and a certificate of their appointment 
or election shall be made, verified, filed and recorded as pro- 
vided in section five hundred and thirty-five. [As amended, 
22 Stat. L., 529.] 


6. Failure to elect will not work dissolution.— 
538. <A failure to elect trustees shall not work a dissolution of 
the society or congregation, but the trustees last elected or 
appointed shall continue in office until another election or 
appointment. 


7. Powers.—539. Such trustees and their successors shall 
have perpetual succession and existence, shall be capable in law 
to sue and be sued, implead and be impleaded, answer and be 
answered, defend and be defended, in all courts of law or 
equity, in and by the name and style assumed. 


8. Title vested in trustees.—s540. The title to land 
authorized to be purchased, and to the buildings and improve- 
ments thereon, shall be vested in the trustees by their assumed 
name, and their successors forever, and the same shall be held 
for the uses and purposes named and no other. 


9. Trustees may dispose of real estate subject to 
certain restrictions.—541. The trustees shall have power, 
under the direction of the society or congregation by whom 
they were elected or appointed, to sell and execute deeds and 
conveyances of the property authorized to be held by the society 
or congregation; and such deeds or conveyances shall have the 
same effect as like deeds or conveyances made by natural per- 
sons; but no deed or conveyance shall be made so as to defeat 
or destroy the interest or effect of any grant, donation, or 
bequest, and all grants, donations and bequests shall be appro- 
priated and used as directed by the person making the same. 
[As amended. See 22 Stat. L., 529.] 


10. Trustees may execute mortgages with consent 
of church.—s542. The trustees shall have power, under the 
direction of the society or congregation, or the authority by 


58 RELIGIOUS CORPORATIONS. 


whom they were elected or appointed, to execute mortgages or 
deeds of trust in the nature of mortgages, upon the estate and 
property which any society or congregation are authorized to 
hold, or to lease the same for a term not exceeding ten years. 
And such mortgages, deeds, and conveyances shall have the 
same effect and be enforced by the same remedies and proceed- 
ings as like mortgages, deeds, leases and conveyances made by 
natural persons. [As amended. See 22 Stat. L., 529.] 


11. Property on dissolution reverts to donors.— 
543. Upon the dissolution of any society or congregation, the 
estate and property of the same shall revert back to the per- 
sons, their heirs and assigns, who may have given or contrib- 
uted to the purchase of or payment for the same according to 
their respective rights. 


Societies, REeLicious, MIssIoNary, ETC. 


12. How incorporated.—545. Three or more persons of 
full age, citizens of the United States, a majority being citizens 
of the District, desiring to associate themselves for benevolent, 
charitable, educational, literary, musical, scientific, religious, or 
missionary purposes, including societies formed for mutual 
improvement, or for the promotion of the arts, may make, sign 
and acknowledge before any officer authorized to take the 
acknowledgment of deeds in the District, and file in the office 
of the recorder of deeds, to be recorded by him, a certificate 
in writing, in which shall be stated: 

1. The name or title by which such society shall be known 
in law. 

2. The term for which it is organized. 

3. The particular business and objects of the society. 

4. The number of its trustees, directors, or managers for 
the first year of its existence. 


13. Filing certificate incorporates. Powers. Limit 
on income.—546. Upon filing such certificate such persons 
shall be a body politic and corporate by the name stated in the 
certificate, and by such name they and their successors may 
have and use a seal, and alter and change the same at pleasure, 
make by-laws, elect officers and agents, and take, receive, hold 
and convey real and personal estate necessary for the purposes 
of the society as stated in their certificate, and other real and 
personal property, the clear annual income from which shall 


District or CoLumBIA. 59 


not exceed in value twenty-five thousand dollars; Provided, 
however, That this section shall not be construed to exempt any 
property from taxation in addition to that now specifically 
exempted by law. [Asamended. See 23 Stat. L., 13.] 


14. Trustees, how elected. Powers. Quorum. Va- 
cancies.—547. Such incorporated society may elect its trus- 
tees, directors, or managers, at such time and place and in such 
manner as may be specified in its by-laws, who shall have the 
control and management of the affairs and funds of the society, 
and a majority of whom shall be a quorum for the transaction 
of business; and whenever any vacancy shall happen in such 
board of trustees, directors, or managers, the vacancy shall be 
filled in such manner as shall be provided by the by-laws of the 
society. [Asamended. See 23 Stat. L., 13.] 


15. Existing corporations may reincorporate.—s548. 
The trustees, directors, or stockholders of any existing benevo- 
lent, charitable, educational, musical, literary, scientific, religi- 
ous, or missionary corporation, including societies formed for 
mutual improvement, may, by conforming to the requirements 
herein, reincorporate themselves, or continue their existing cor- 
porate power under this chapter, or may change their name, 
stating in their certificate the original name of such corpora- 
tion as well as the new name assumed; and all the property 
and effects of such existing corporation shall vest in and belong 
to the corporation so reincorporated or continued. 


16. Property, how leased, mortgaged, or sold.—s4o9. 
Any property of the corporation may be leased, encumbered 
by mortgage or deed of trust in the nature of a mortgage, or 
sold and conveyed absolutely, when authorized by a vote of a 
majority of the shares of stock of the corporation, or by a vote 
of a majority of the directors, managers, or trustees of the cor- 
poration, at a meeting called for the purpose, and the proceed- 
ings of which meeting shall be duly entered in the records of 
the corporation; and the proceeds arising therefrom shall be 
applied or invested for the use and benefit of such corporation, 
[Substitute, 23 Stat. L., 13.] 


17. Corporation surrendering powers, how property 
to be disposed of.—550. When any real estate shall have 
been devised or given to any such corporation for any special 
benevolent purpose, and where, by a vote of three-fourths of 
the stock held by the stockholders, or three-fourths of the cor- 


60 RELIGIOUS CORPORATIONS. 


porators, if no shares of stock have been created, at a meeting 
called for the purpose, of which such stockholders or corpora- 
tors or members shall have at least ten days’ notice, the cor- 
poration shall determine to surrender their corporate powers 
and cease to act under the same, said real and personal estate 
so acquired shall be sold at public auction, proper notice of the 
time and place of the same having been given, and the proceeds 
of the sale equitably distributed among the stockholders or cor- 
porators, or disposed of for the promotion and advancement of 
the objects for which such corporation was originally organized. 


18. Existing corporations may come under this act. 
—Section 551 is repealed, and it was enacted, That any corpo- 
ration heretofore formed under sections five hundred and forty- 
five to five hundred and fifty-two, inclusive, of the Revised 
Statutes of the United States relating to the District of Colum- 
bia may avail itself of the provisions of this act by complying 
with its requirements, and those that this act is intended to 
amend; but the right to repeal this act, and to alter, amend, or 
abolish any charter of incorporation granted under it, is ex- 
pressly reserved to Congress. [Act of April 23, 1884, 23 Stat. 
Ley 13] 


19. Names of corporations not to be identical.—s52. 
The provisions of this chapter shall not extend or apply to any 
association or individual, who shall in the certificate filed with 
the recorder of deeds, use or specify a name or style the same 
as that of any previously existing incorporated body in the 
District. 


PARTICULAR DENOMINATIONS. 

20. Special provisions exist in the laws of Maryland, in 
force in the District of Columbia, for the incorporation of Pro- 
testant Episcopal and Roman Catholic Churches. (See Cogley’s 
Digest, pp. 163-169.) 


FLORIDA. 


CONSTITUTION. Article IIL 


[In effect, Oct., 1890. ] 


4. General laws for incorporation.*—z25. The Legis- 
lature shall provide by general law for incorporating such edu- 
cational, agricultural, mechanical, mining and other useful 
companies or associations as may be deemed necessary. 


REVISED STATUTES, 1892. 
CoRPORATIONS. 


Cuap. I. GENERAL PROVISIONS. 


2. Provisions extend to all corporations.—2119. The 
provisions of this title shall extend to all corporations, whether 
chartered by special act of the Legislature or under general 
law in their respective classes, but shall not in anywise affect 
the validity of any incorporation heretofore created. 


3. Corporations not dissolved by failure to elect 
officers.—2120. No corporation shall be deemed to be dis- 
solved by failure to elect or appoint officers on the given day, 
but the officers previously elected or appointed shall hold their 
offices until the qualification of their successors. 


4. Inherent powers.—2121. Every corporation by virtue 
of its existence as such shall have power: 

1. To have succession by its corporate name for the period 
limited in its charter and when no period is limited, perpetually. 

2. To sue and be sued in any court of law or equity. 

3. To make contracts and to adopt and use a common seal 
and alter the same at pleasure. 

4. Where special provision is not made by law or otherwise 
to hold, buy, convey or mortgage such personal or real estate 

*The Legislature chartered in 1893 the Trustees of the Presbyterian Church at St. 


Augustine. 
(6) 


62 RELIGIOUS CORPORATIONS. 


as the purposes of the corporation shall require, also to take 
hold and convey such other real and personal property as shall 
be necessary for the corporation to acquire in order to obtain 
or secure the payment of any indebtedness or liability to it. 

5. To appoint such subordinate officers and agents as the 
affairs of the corporation shall require, and to allow them suit- 
able compensation. 

6. To make by-laws. 

7. To increase or diminish by a vote of its members, cast 
as the by-laws may direct, the number of directors, managers 
or trustees, so, however, that the number shall not be less than 
three, nor more than thirteen. 


Cuap. III. Corporations NOT FOR PROFIT. 


5. Manner of incorporation.—2259. Any five or more 
persons, wishing to form a religious society, lodge of Masons 
or any other similar order, debating or literary society, library 
company, benevolent or charitable association, scientific insti- 
tution of learning, or cemetery company, may become incor- 
porated in the following manner: They shall present to the 
judge of the circuit court for the proper county a proposed 
charter subscribed by the intended incorporators, which shall 
set forth: 

1. The name of the corporation and place where it is to be 
located. 

2. The general nature of the object of the corporation. 

3. The qualification of members and the manner of their 
admission. 

4. The term for which it is to exist. 

5. The names and residence of the subscribers. 

6. By what officers the affairs of the corporation are to be 
managed, and the times at which they will be elected or 
appointed. 

7. The names of the officers who are to manage all the 
affairs until the first election or appointment under the charter. 

8. By whom the by-laws of the corporation are to be made, 
altered or rescinded. 

g. The highest amount of indebtedness or liability to which 
the corporation may at any time subject itself, which shall never 
be greater than two-thirds of the value of the property of the 
corporation. 

10. The amount in value of the real estate which the cor- 


FLORIDA. 63 


poration may hold, subject always to the approval of the cir- 
cuit judge. 

The proposed charter shall be acknowledged by some one 
of the subscribers before some officer authorized to take ac- 
knowledgments of deeds, which subscriber shall also make and 
subscribe an oath to be endorsed on the proposed charter, that 
it is intended in good faith to carry out the purposes and objects 
set forth therein. 

Notice of the intention to apply to the circuit judge for 
any such charter, stating the time when the application will 
be made, shall be published in one newspaper in the proper 
county for four weeks, once each week, setting forth briefly the 
character and object of the corporation to be formed. 

The proposed charter, with proof of publication, shall be 
produced to the circuit judge at the time named in the notice, 
and if no cause be shown to the contrary, and if he find it to 
be in proper form and for an object authorized by this chapter, 
the circuit judge shall approve it and endorse his approval 
thereon. 

The charter, with all its endorsements, shall then be 
recorded in the office of the clerk of the circuit court, and from 
thenceforth the subscribers and their associates and successors 
shall be a corporation by the name given. ‘The proposed char- 
ter, during the time of publication, must be filed in the office 
of the clerk of the circuit court. 

Any corporation to be organized for any of the above 
objects for profit, shall be incorporated under the provisions for 
corporations for profit. [As amended, May 5, 1893. | 


6. Evidence of incorporation.—2z260. The original 
charter, with the certificate of the recording thereof in the 
clerk’s office, endorsed thereon, or a copy from the record 
thereof, certified by the said clerk, shall be evidence of the con- 
tents of the charter in all actions and proceedings and shall be 
conclusive evidence of the existence of the corporation in all 
actions and proceedings where the question of its existence is 
only collaterally involved, and prima facte evidence in all other 
actions and proceedings. 


7. Amendment of charter.—2261. Any such corpora- 
tion desiring to amend its charter may do so by resolution as 
provided in the by-laws, which amendment, upon publication of 
notice and approval by the circuit judge, and recording in the 

9 


64 RELIGIOUS CORPORATIONS. 


clerk’s office as aforesaid, shall become and be taken as part of 
the original charter. 


8. Dissolution.—2662. Any such corporation wishing to 
dissolve may present a petition to the circuit judge, who shall 
direct notice thereof to be published for such time as he may 
judge to be expedient, and after the expiration of such time he 
may decree a dissolution and may make all necessary order and 
decrees for the winding up of the affairs of such corporation, 
taking care that the claims of creditors be satisfied, as far as 
may be, out of the assets of the corporation. 


PARTICULAR DENOMINATIONS. 


9. The Florida Annual Conference of the Methodist 
Episcopal Church South, and the Protestant Episcopal Church 
in the Missionary District of Southern Florida, were incorpo- 
tated by the Legislature in 1893. Special provision has also 
been made for the Shakers, by Act of May 31, 1895. 


~ 


GEORGIA. 


CONSTITUTION. Article L 


[In force, Dec. 5, 1877.] 


1. General laws to be enacted. Private rights 
secured.—IV, 1. Laws of a general nature shall have uni- 
form operation throughout the State, and no special laws shall 
be enacted in any case for which provision has been made by an 
existing general law. No general law affecting private rights 
shall be varied in any particular case by special legislation, 
except with the free consent, in writing, of all persons affected 
thereby ; and no person under legal disability to contract is 
capable of such consent. 


ARTICLE XII. 


2. Existing charters protected.—I, 4. Local and pri- 
vate acts passed for the benefit of counties, cities, towns, cor- 
porations and private persons not inconsistent with the supreme 
law, nor with this Constitution, and which have not expired nor 
been repealed, shall have the force of statute law, subject to 
judicial decision as to their validity when passed, and to any 
limitations imposed by their own terms, 


STATUTES, CODE, 1882. 
[With amendments to 1894.] 
Cuap. I, Art. IV. Or Corporations GENERALLY. 


Sec. I. TxHerR Nature anv Kinps. 


3. Private corporations defined.—1673. All others 
are private, whether the object of incorporation be for public 
convenience or individual profit, and whether the purpose be, 
in its nature, civil, religious or educational. 

(65) 


66 RELIGIOUS CORPORATIONS, 


Sec. II. TuHeEir CREATION. 


4. By whom created.*—1674. The power to create 
corporations in this State vests in the General Assembly, and 
the courts, by whom all charters must be granted, 


5. How incorporated. Associations of churches 
may incorporate. Term of corporate life—1676. A pri- 
vate corporation, for any purpose whatever, except banking or 
insurance, may be created in this State by complying with the 
following provisions: 

1. The persons desiring the charter shall file in the office 
of the clerk of the superior court of the county in which they 
desire to transact business, a petition or declaration, specifying 
the objects of their association, and the particular business they 
propose to carry on, together with their corporate name, and 
the amount of capital to be employed by them actually paid in, 
and their place of doing business, and the time, not exceeding 
twenty years, for which they desire to be incorporated; which 
petition or declaration shall be published once a week for four 
weeks in the nearest public gazette to the point where such 
business is located, before said court shall pass an order declar- 
ing said application granted. After the granting by the court 
of the order of incorporation, the petition and said order shall 
be recorded together by said clerk in a book to be kept for that 
purpose, and to be known as ‘‘ The Record of Superior Court 
Charters,” and which shall be kept appropriately indexed by 
said clerk; but this shall not dispense with the recording of the 
order of incorporation upon the minutes of the court, also asa 
part of the proceedings of the court. And it may be lawful 
for any association of churches to be chartered for the purpose 
of promoting the cause of the Christian religion, charity or 
education, by complying with the provisions of this section, 
except that they need not state the amount of capital to be 
used by them actually paid in, and when the meetings of said 
association are ambulatory, they shall not be required to set 
forth their place of business; Provided, That said association 
may be chartered in any county in which a church belonging 
thereto may be located. And paragraph 3 of this section shall 
not apply to such corporations, and the publication of notice 
required shall be in the nearest public gazette to the county 
where the application is made. [As amended, Sept. 8, 1891.f] 


* See Act for Incorporation of Towns, Churches, etc., No. 35, Sec. 1, p. 73. 
+Section 2 of the act of Sept. 8, 1891, reads, ‘“‘ Be it further enacted, That all laws and 


parts of laws in conflict with this act be, and the same are, hereby repealed.” 


GEORGIA. 67 


2. If, upon hearing such petition, the court shall be satis- 
fied that the application is legitimately within the purview and 
intention of this Code, it shall pass an order declaring the said 
application granted, and the petitioners and their successors 
incorporated for and during a term not exceeding twenty years, 
with the privilege of renewal at the expiration of that time 
according to the provisions above set forth. A certified copy 
of this petition and order, under the seal of the court, shall be 
evidence of such incorporation in any court in this State.” 

[Section 3 omitted as not applicable to churches. ] 


6. How particular churches may incorporate. 
Time-limit of charters.—1676 (a). The superior court, 
upon the petition of one or more discreet and proper persons, 
showing that a school, academy, college or church has been, or 
is about to be, established in the county where such court is 
sitting, and asking for corporate authority to enforce good 
order, receive donations, make purchases, and effect all aliena- 
tions of realty and personalty, not for the purpose of trade 
and profit, but for promoting the general design of such insti- 
tution, and to look after the general interest of such establish- 
ment, may grant such person or persons and their legal succes- 
sors such corporate powers as may be suitable and not incon- 
sistent with the laws of this State, nor violative of private 
tights, the charter so granted to remain in force twenty years, 
unless sooner revoked by law; and upon petition by the corpo- 
tators, or their legal successors in charge of any such institu- 
tion, however and whenever incorporated, the superior court 
of the county where the same is located shall have power to 
amend the charter thereof in any way prayed for; Provided, 
The same is not contrary to the laws of this State nor violative 
of private rights. The costs of recording such proceedings on 
the minutes shall be paid by the petitioners, and a certified 
copy of the same, under the seal of the court, shall be sufficient 
evidence in any case of the corporate powers and privileges so 
granted. [As amended, Oct. 16, 1885. ] 


7. Religious societies may incorporate in any 
county.*—1677. In all cases where it is the design of relig- 
ious or educational associations or societies to extend their oper- 
ations and hold property in different counties in this State, 
without having any principal place of business, it shall be law- 
ful for the petition for incorporation to be filed in, and the order 


* See title ‘' Ratification of Superior Court Charters,” p. 71. 


68 RELIGIOUS CORPORATIONS. 


of incorporation to be granted by, the superior court of any 
county of this State, and the said county shall be deemed and 
held to be the county of the residence of said corporation. 


Sec. III. Powers anp LIABILITIES. 


8. Continuance not affected by death of members. 
Time limit of charters.—1678. Corporations have continu- 
ous succession during the time limited by their charter, not- 
withstanding the death of their members. Should any charter 
granted in future by the General Assembly to a private corpo- 
ration be silent as to its continuance, such charter shall expire 
at the end.of thirty years from the date of its grant. 


9. Powers.—1679. All corporations have the right to sue 
and be sued, to have and use a common seal, to make by-laws, 
binding on their own members, not inconsistent with the laws 
of this State and of the United States, to receive donations by 
gift or will, to purchase and hold such property, real or per- 
sonal, as is necessary to the purpose of their organization, and 
to do all such acts as are necessary for the legitimate execution 
of this purpose. 


10. Responsible for acts of officers.—1680. Every 
corporation acts through its officers, and is responsible for the 
acts of such officers in the sphere of their appropriate duties; 
and no corporation shall be relieved of its liability to third per- 
sons for the acts of its officers by reason of any by-law or other 
limitation upon the power of the officer, not known to such third 
person. 


Sec. IV. Disso.uTion. 


Il. State may withdraw franchise.—1682. In all cases 
of private charters hereafter granted the State reserves the right 
to withdraw the franchise, unless such right is expressly nega- 
tived in the charter. 


12. Liability not affected.—1689. The dissolution of a 
corporation, from any cause, shall not, in any manner, affect 
any collateral or ultimate or other liability, legally incurred by 
any of its officers or members. 


13. State cannot dissolve all corporations.—1683. 
Private corporations heretofore created, without the reserva- 
tion of the right of dissolution, and where individual rights 


GEORGIA. 69 


have become vested, are not subject to dissolution at the will 
of the State. 


14. How dissolution is effected.—1684. Every corpo- 
ration is dissolved—1st, by expiration of its charter; 2d, by for- 
feiture of its charter; 3d, by a surrender of its franchises; 4th, 
by the death of all its members without provisions for a succes- 
sion. * 


15. How charter forfeited.—1685. A corporation may 
forfeit its charter—rst, by a willful violation of any of the essen- 
tial conditions on which it is granted; 2d, by a misuser or non- 
user of its franchises. This dissolution dates from the judgment 
of a court of competent jurisdiction declaring the forfeiture. 


16. Surrender of franchise.—1686. A corporation may 
be dissolved by a voluntary surrender of its franchises to the 
State. In such case such surrender does not relieve its officers 
or members from any liability for the debts of the corporation. 


17. Death of members.—1687. The death of all the 
members of a corporation, or of so many of them as to render it 
impossible under the charter to provide a succession, is a disso- 
lution thereof. 


18. Disposition of assets.—1688. Upon the dissolution 
of a corporation, for any cause, all the property, and assets of 
every description belonging to the corporation shall constitute 
a fund—first, for the payment of its debts, and then for equal 
distribution among its members. To this end the superior 
court of the county where such corporation was located shall 
have power to appoint a receiver, under proper restrictions, 
properly to administer such assets under its direction. 


TITLE V. Cuap. VIII. Or TrRusTEEs. 


19. Conveyance to churches, etc., confirmed.—z2343. 
All deeds of conveyance heretofore made, and which may here- 
after be made, to any person or persons, for any lots of land 
within this State, to any church or religious society or to trus- 
tees for the use of such church or religious society for the pur- 
pose of erecting churches or meeting-houses, are, and shall be 
deemed and taken to be, good and valid, and available in law 
for the intents, uses and purposes contained in said deeds of 
conveyance, and all lots of land so conveyed shall be fully and 


* Also by non-payment of taxes, Section 877 of Code. 


70 RELIGIOUS CORPORATIONS. 


absolutely vested in such church or religious society,* or in their 
Tespective trustees, for the uses and purposes in said deed ex- 
pressed; to be holden to them, or their trustees, for their use 
by succession, according to the mode of church government, or 
tules of discipline exercised by such churches or religious socie- 
ties respectively. 


20. Trustees subject to church.—2344. All trustees to 
whom conveyances are or shall be made, for the purposes ex- 
pressed in the preceding section, shall be subject to the author- 
ity of the church or religious society, for which they hold the 
same in trust, and may be expelled from said trust by such 
church or society, according to the form of government or rules 
of discipline by which they may be governed. 


21. Church to fill vacancies.—2345. Every church or 
religious society shall be and are hereby authorized and em- 
powered to fill up all vacancies which may happen in the said 
trusts by death, removal, expulsion, or otherwise; and when 
any vacancy shall be filled up the same shall be certified under 
the hand or hands of the person or persons presiding in the said 
society, and according to the form of government or discipline 
practiced by such church or society, which certificate shall ex- 
press the name of the person appointed to fill the vacancy, and 
the name of the person in whose place he shall be appointed; 
and the said certificate being recorded in the office of the clerk 
of the superior court of the county in which the land lies, the 
person so appointed to fill such vacancy shall be as fully vested 
with such trust as if a party to and named in the original deed. 


22. The preceding sections construed.—2346. The 
three preceding sections shall be so construed as to apply to all 
societies, whether social, charitable, secret, masonic, or by 
whatever name they may be called, and all criminal laws in 
force on the 5th of March, 1856, for the protection of religious 
societies, shall be so construed as to apply to all societies, by 
whatever name they may be called. 


23. Powers of societies.—2347. Said societies, in their 
distinct and proper names, by their trustees or officers, shall be 
entitled and authorized to receive, by purchase, gift or bequest, 
all property, both personal and real, and they shall be capable in 
law of suing and being sued, pleading and being impleaded, 


* Under the provisions of this section trustees of unincorporated societies can hold 
the title of church property. 


GEORGIA, 71 


contracting and being contracted with; and they are hereby 
made bodies politic and corporate for the purposes named, when 
any of the said societies shall have entered their names as trus- 
tees or officers of any such societies, for the purposes herein 
specified, and they shall be capable in law of defending and 
being defended, and entitled to all the benefits of the three 
preceding sections before mentioned; Provided, That the said 
societies shall have recorded the name, style and objects of their 
association, as prescribed by laws in force on the said fifth of 
March, 1856. 


RECORD OF SUPERIOR CouRT CHARTERS. 
[Act of Nov. 13, 1889. ] 


24. Record book to be kept by clerk of court.—1. 
From and after the passage of this act it shall be the duty of 
the clerk of the superior court of each county to have prepared, 
at the expense of the county in which he is clerk, a record 
book of suitable size and form, which shall be kept in the office 
of the clerk of the superior court in each county in this State, 
and such book shall be known asthe ‘‘ Record of Superior Court 
Charters.” 


25. Charters to be recorded.—z. All charters when 
granted shall be recorded in said book of record with the origi- 
nal advertisement of the charter asked for. 


26. Record validates charter.—3. When any charter 
is granted by the superior court it shall not become valid until 
it has been recorded with the original legal advertisement in 
the charter record of the county in which it is granted. 


27. Fee. Copies to be evidence.—4. The clerk of the 
superior court shall be allowed such fees for recording the 
charters granted by the superior court as is allowed in the fee 
bill of this State for recording deeds toland. ‘The clerk shall 
furnish any person on application a certified copy of any char- 
ter on record in his office. Under seal said certified copy may 
be used in the courts of this State as evidence. 


RATIFICATION OF SUPERIOR CouRT CHARTERS. 


[Act of Nov. 11, 1889. ] 


28. Orders of courts since 1876 ratified.—1. From 
and after the passage of this act the orders of the superior 
courts granting corporate existence to corporations created 


72 Reticious CORPORATIONS. 


under the act of February 19, 1876, be, and the same are hereby 
ratified and confirmed, with each and every contract made, or 
act done in the corporate name, by or with the corporation 
thereof since the passage of said act. 


29. Section 1677 of the Code reénacted.*—z. The said 
act, approved February 19, 1876, as now embodied in section 
1677 of the present Code of this State be, and the same is 
hereby reenacted, and the authority therein contained given to 
the extension or the amendment of all charters contemplated in 
the said section, whether the original charter of the corporation 
so to be extended or amended was granted by the General As- 
sembly of this State or a superior court of this State. 


30. Legal residence, how changed.—3. By resolution 
of the corporation entered on the minutes thereof, the county 
of its legal residence may be changed from the county where it 
was incorporated by the order of the superior court to some 
other county where its head or chief executive officer resides. 
Provided, That such resolution of the corporation shall be 
recorded on the minutes of the superior court which granted 
the charter of the corporation, and also on the minutes of the 
superior court of the county in which the corporation seeks 
to locate its legal residence. 


31. Contracts validated.—4. All contracts made with 
the said corporations, or all deposits of title made for the pur- 
pose of securing to the said corporations moneys held and 
owned by them, shall be legal and valid, and payment may be 
enforced in the same manner and in the same way as if done by 
a private individual. 


32. Administration of charitable trusts.—5. Said cor- 
porations now created or hereafter created pursuant to the pro- 
visions of this act be, and they are hereby authorized to act in 
their corporate capacity as trustee to administer and carry into 
effect any charitable trust heretofore or hereafter created by 
deed or by will, which is consistent with the objects of the cor- 
porate existence. 


REVIVER OF CORPORATIONS. 


[Act of Nov. 12, 1889. | 


33. Charters, how revived.—1. In all cases where the 
charter of a corporation, created for library, church, charitable, 


* See No. 7, p. 67. 


GEORGIA. 73 


school or educational purposes, may have heretofore expired, or 
may hereafter expire, such corporation may be revived for the 
same purposes at any time within three years after the expira- 
tion of its charter, by the superior court of the county in which 
the former charter was granted. The application for reviver 
may be made by the former corporators, or trustees, or any of 
them, and the application and all proceedings thereon shall be 
as prescribed by law for making application and proceedings 
thereon in cases of similar and original charters. The corpora- 
tion, as revived, shall stand clothed with all the powers, and 
possessed of all the rights, and be subject to all the debts, 
liabilities and burthens of the old corporation which is revived 
in it. 
RATIFICATION OF CHARTERS GRANTED BY SUPERIOR Courts. 
[Act of Sept. 7, 1891. ] 


34. Charters granted since November, 1889, rati- 
fied.*—1. All charters of corporations which have been 
granted by the superior courts of this State since the passage 
of the above recited act, approved November 13, 1889, in the 
granting of which the law of this State in such case provided 
has been substantially complied with, as it existed previous to 
the passage of said above recited act, be, and the same is, hereby 
ratified and confirmed, and declared to be valid and legal and to 
have all the force, effect, power and authority as if said char- 
ters had been granted in strict compliance and conformity with 
said above recited act, approved November 13, 1889. 


INCORPORATION OF Towns, CHURCHES, ETC. 
[Act of Oct. 19, 1891. ] 


35. General Assembly cannot amend charters of 
certain towns or of any churches, etc.—1. From and 
after the passage of this act, the General Assembly shall have 
no power or authority, by local or special enactment, to grant 
any charter incorporating or amending any charter heretofore 
or hereafter granted incorporating any town, villages or muni- 
cipalities of less than two thousand inhabitants; nor of any 
school, church or other society in this State. 

All such charters and amendments shall be granted by the 
superior court of the county in which the same is situated as 
now or may hereafter be provided for by law.t 


* See Nos. 24-27, p. 71. Section 2 applies only to towns and villages, 


74 RELIGIOUS CORPORATIONS. 


36. Amendments to such charters to be granted by 
the courts.—3. Any town, village or municipality of less 
than two thousand inhabitants, and schools, churches and other 
societies desiring to amend charters already granted them, to 
suspend the operation of any part of the same, shall proceed as 
provided by law for the incorporation of the same, and upon the 
superior court passing an order allowing said amendment, the 
same shall have the force and effect of suspending the law asked 
to be suspended, and to put into force and effect the law declared 
to go into effect by said amendment so allowed. 


IDAHO. 


CONSTITUTION. Article XI. 
[In effect July 3, 1890. ] 


1. General laws to be passed.—z. No charter of 
incorporation shall be granted, extended, changed or amended 
by special law, except for such municipal, charitable, educa- 
tional, penal or reformatory corporations as are or may be 
under the control of the State; but the Legislature shall pro- 
vide by general law for the organization of corporations here- 
after to be created; Provided, That any such general law shall 
be subject to future repeal or alteration by the Legislature. 


2. Charters may be annulled.—3. The Legislature 
may provide by law for altering, revoking or annulling any 
charter of incorporation existing and revocable at the time of 
the adoption of this Constitution, in such manner, however, 
that no injustice shall be done to the corporators, 


REVISED STATUTES, 188'7.* 
TitLE IV. ConcERNING CORPORATIONS. 


Cuap. I. GENERAL PRovISsIONs.t 


3. Private corporations, how formed.—2z576. Private 
corporations may be formed by the voluntary association of any 
five or more persons in the manner prescribed in this Title. A 
majority of such persons must be dona fide residents of this 
State. 


4. For any lawful purpose.—2577. Private corpora- 
tions may be formed for any purpose for which individuals may 
lawfully associate themselves. 

* By the provisions of the Constitution, Art. XXI, Sec. 2, the laws of the Territory 


are made operative in the State until repealed. 
+ The omitted sections relate solely to corporations for profit. 


(75) 


76 RELIGIOUS CORPORATIONS. 


5. Articles of incorporation.—2578. The instrument 
by which a private corporation is formed, is called ‘‘Articles of 
Incorporation.”’ 


6. Contents of articles.—2579. Articles of incorpora- 
tion must be prepared setting forth: 

1. The name of the corporation; 

2. The purpose for which it is formed; 

3. The place where its principal business is to be trans- 
acted; 

4. The term for which itis to exist, not exceeding fifty years; 

5. The number of its directors or trustees; and the names 
and residence of those who are appointed for the first year. 


7. Articles, how subscribed and acknowledged.— 
2581. The articles of incorporation must be subscribed by five 
or more persons, a majority of whom must be resident free- 
holders of this State, and acknowledged by each before some 
officer authorized to take and certify acknowledgments of con- 
veyances of real property. 


8. Articles, where filed. Certificate.—2584. Upon 
filing the articles of incorporation in the office of the county 
recorder of the county in which the principal business of the 
company is to be transacted, and a copy thereof, certified by 
the county recorder, with the secretary of the State, and filing 
the affidavit mentioned in the last section, when such affidavit 
is required, the secretary of the State or such county recorder 
must issue to the corporation, over his official seal, a certifi- 
cate that a copy of the articles, containing the required state- 
ment of facts, has been filed in his office; and thereupon the 
persons executing the articles and their associates and succes- 
sors shall be a body politic and corporate, by the name stated 
in the articles, and for the term of fifty years, unless it is in 
the articles of incorporation otherwise stated, or by law other- 
wise specially provided. 


9. Articles to be evidence.—2585. A copy of any 
articles of incorporation filed in pursuance to this title and cer- 
tified by the secretary of the State, or the recorder of the proper 
county, must be received in all courts and other places as przma 
facie evidence of the facts therein stated. 


10. Members.—2586.... . If a corporation has no capital 
stock, the corporators and their successors are called members. 


IDAHO. 17 


11. Articles to be filed with county recorder. Effect 
of failure to file.—z2587. No corporation formed under the 
provisions of this title, shall purchase, locate, or hold, property 
in any county of this State, without filing a certified copy of 
its articles of incorporation in the office of the county recorder 
of the county in which such property is situated, within sixty 
days after such purchase or location is made, and every corpo- 
ration now in existence must, within ninety days after the pas- 
sage of this title, file a certified copy of its articles of incorpo- 
ration, as provided in this section. Any corporation failing to 
comply with the provisions of this section, must not, while so 
in default, maintain or defend any action or proceeding in rela- 
tion to such property. 


12. By-laws, when, how and by whom adopted.— 
2588. Every corporation formed under this title must, within 
one month after filing articles of incorporation, adopt a code 
of by-laws for its government not inconsistent with the laws 
of Congress and of this State. Theassent of... . amajority 
of the members, if there be no capital stock, is necessary to 
adopt by-laws, if they are adopted at a meeting called for that 
purpose; and if such meeting be called, two weeks’ notice of 
the same by advertisement in some newspaper published in the 
county in which the principal place of business of the corpo- 
tation is located, or, if none be published therein, then in a 
paper published at the capital of the State, must be given by 
order of the acting president. The written assent... . of 
two-thirds of the members, if there be no capital stock, shall be 
effectual to adopt a code of by-laws without a meeting for that 


purpose. 


13. Directors, election of.—z589. The directors of a 
corporation must be elected annually by the stockholders or 
members, and if no provision is made in the by-laws for the 
time of the election, the election must be held on the first Tues- 
day in June. Notice of such election must be given, and the 
tight to vote determined as prescribed in the last preceding 
section. 


14. By-laws, what they may provide.—2590. A cor- 
poration may, by its by-laws, when no other provision is spe- 
cially made, provide, among other things, for: 

1. The time, place, and manner of calling and conducting 
its meetings; 


78 RELIGIOUS CORPORATIONS. 


2. The number of stockholders or members constituting a 
quorum; 

3. The mode of voting by proxy; 

4. The time of the annual elections of directors, and the 
mode and manner of giving notice thereof; 

5. The duties and compensation of officers; 

6. The manner of election, and the terms of office of all 
officers other than the directors, and 

7. Suitable penalties for violation of by-laws, not exceeding, 
in any case, one hundred dollars for any one offense. 


15. By-laws to be recorded. How amended.—zs5sor. 
All by-laws adopted must be certified by a majority of the di- 
rectors and the secretary of the corporation, and copied in a 
legible hand in some book kept in the principal office of the 
corporation in this State, to be known as the ‘‘ Book of By- 
Laws,” and no by-law shall take effect until so copied, and the 
book shall be open to the inspection of the public during office 
hours of each day, except holidays. The by-laws may be repealed 
or amended, or new by-laws may be adopted, at the annual 
meeting of the stockholders or members called for that purpose 
by the directors, by a vote representing . . . . two-thirds of 
the members when there is no capital stock, or the power to 
repeal and amend the by-laws, and adopt new by-laws, may, by 
a similar vote at any such meeting, be delegated to the board 
of directors. This power, when so delegated, may be revoked 
by a similar vote at any regular meeting of the stockholders or 
members. Whenever any amendment or new by-law is adopted 
it shall be copied in the book of by-laws with the original by- 
laws, and immediately after them, and shall not take effect 
until so copied. If any by-law be repealed, the fact of repeal, 
with the date of the meeting at which the repeal was enacted, 
must be stated in the said book, and until so stated the repeal 
must not take effect. 


16. Directors, how elected, and who to be.—2z592. The 
corporate powers, business and property of all corporations 
formed under this title must be exercised, conducted and con- 
trolled by a board . . . . to beelected . . . . from among the 
members of such corporation.* A majority of the directors 
must be, in all cases, citizens and actual dona fide residents 
within this State. Directors of all other corporations must be 
members thereof. Unless a majority is present and acting, no 


* For number of directors see Sec. 2760, p. 84, 


IDAHO. 79 


business performed or act done by the board of directors is 
valid as against the corporation. Whenever a vacancy occurs 
in the office of directors, unless otherwise provided by the by- 
laws, such vacancy must be filled by the board. 


17. Directors to be elected at first meeting.—2593. At 
the first meeting at which the by-laws are adopted, or at such 
subsequent meeting as may then be designated, directors must 
be elected, to hold their offices for one year, and until their suc- 
cessors are elected and qualified. 


18. Directors, election of, to be by ballot.—2594. All 
elections of directors must be by ballot, and avote.... ofa 
majority of the members, if there be no capital stock, is neces- 
sary to a choice. 


19. Directors, officers of, duties, and quorum.—2595. 
Immediately after their election, the directors must organize by 
the election of a president, who must be one of their number, a 
secretary and atreasurer. They must perform the duties en- 
joined on them by law and by the by-laws of the corporation. 
A majority of the directors is a sufficient number to form a 
board for the transaction of business, and every decision of a 
majority of the directors forming such board, made when duly 
assembled, is a valid corporate act, as though made by a ma- 
jority of all the directors of the corporation. 


20. Directors, how removed from office.—2597. No 
director can be removed from office unless by a vote... . of 
two-thirds of the members, when there is no capital stock, ata 
general meeting held after previous notice of the time and place, 
and of intention to propose such removal. Meetings of stock- 
holders or members for this purpose may be called by the presi- 
dent, or by a majority of the directors, or by members or stock- 
holders holding at least one-half of the votes. Such calls must 
be in writing and addressed to the secretary, who must there- 
upon give notice of the time, place and object of the meeting, 
and by whose order it is called. If the secretary refuses to give 
the notice, or if there is none, the call may be addressed directly 
to the members or stockholders, and be served as a notice, in 
which case it must specify the time and place of meeting. The 
notice must be given in the manner provided in section 2588 of 
this title, unless other express provision has been made therefor 
in the by-laws. In case of removal, the vacancy may be filled 


by election at the same meeting. 
1o 


80 RELIGIOUS CORPORATIONS. 


21. Justice of peace may order meeting.—2598. When- 
ever, from any cause, there is no person authorized to call or to 
preside at a meeting of a corporation, any justice of the peace 
of the county where such corporation is established, may, on 
written application of three or more of the stockholders, or of 
the members thereof, issue a warrant to one of the stockholders 
or members, directing him to call a meeting of the corporation, 
by giving the notice required, and the justice may in the same 
warrant direct such person to preside at such meeting until a 
secretary is chosen and qualified, if there is no officer present 
legally authorized to preside thereat. 


22. Majority must be represented.—2z599. At all elec- 
tions or votes had for any purpose, there must be a majority of 
the subscribed capital stock, or of the members, when there is 
no capital stock, represented either in person, or by proxy, in 
writing. Every person acting therein in person, or by proxy, 
or by representative, must be a member thereof. ... . Any 
vote or election had otherwise than in accordance with the pro- 
visions of this title, is voidable at the instance of absent stock- 
holders or members, and may be set aside by petition to the 
district court of the county where the same was held or to the 
judge of said court at his chambers. Any regular or call[ed] 
meeting of the stockholders or members may adjourn from day 
to day, or from time to time, if from any reason there is not 
present a majority of the subscribed stock or members, or no 
election or majority vote had. Such adjournment and reasons 
thereof being recorded in the journal of proceedings of the 
board of directors. 


23. Election postponed.—z6o1. If from any cause an 
election does not take place on the day appointed in the by-law, 
it may be held on any day thereafter, as may be provided for in 
such by-laws, or to which such election may be adjourned or 
ordered by the directors. If an election has not been held at 
the appointed time, and no adjourned or other meeting for the 
purpose has been ordered, a meeting may be called by the stock- 
holders, as provided in section 2597 of this title. 


24. Complaints regarding elections.—2602. Upon the 
application of any person, or body corporate, aggrieved by any 
election held by any corporate body, or any proceedings relat- 
ing to any such election, the district judge of the district in 
which such election is held, must proceed forthwith summarily 


a 


IDAHO. 81 


to hear the allegations and proofs of the parties, or otherwise 
inquire into the matters of complaint, and thereupon confirm 
the election, order a new one, or direct such other relief in the 
premises as accords with right and justice. Before the proceed- 
ings are had under this section, five days’ notice thereof must 
be given to the adverse party, or to those to be affected thereby, 
if found within the State. 


25. Meetings by unanimous consent.—2604. When all 
the stockholders or members of a corporation are present at any 
meeting, however called or notified, and sign a written consent 
thereto on the record of such meeting, the doings of such meet- 
ing are as valid as if at a meeting legally called and notified. 


26. Proceedings of consent meetings binding.—z6o05. 
The stockholders or members of such corporation, when so as- 
sembled, may-elect officers to fill all vacancies then existing, 
and may act upon such other business as might lawfully be 
transacted at regular meetings of the corporation. 


27. Meetings, where to be held.—z606. The meetings 
of the stockholders, members and board of directors of a corpo- 
ration must be held at its office, or principal place of business. 


28. Meetings of directors, how called when no pro- 
vision.—2607. When no provision is made in the by-laws for 
regular meetings of the directors, and the mode of calling spe- 
cial meetings, all meetings must be called by special notice in 
writing, to be given by the secretary to each director, if within 
the State, on the order of the president, or if there be none, on 
the order of two directors. 


29. Members liable for proportion of debts.—z26o9. 
. . . . Incorporations having no capital stock, each member is 
individually and personally liable for his proportion of its debts 
and liabilities, and similar actions may be brought against him, 
either alone or jointly with other members, to enforce such lia- 
bility as by this section may be brought against one or more 
stockholders, and similar judgments may be rendered. .... 


30. Powers.—2633. Every corporation, as such, has 
power: 

1. Of succession, by its corporate name, for the period 
limited; and when no period is limited, perpetually; 

2. To sue and be sued, in any court, asa natural person 
may; 


82 RELIGIOUS CORPORATIONS, 


3. To make and use a common seal, and alter the same at 
pleasure; 

4. To purchase, hold and convey such real and personal 
estate as the purposes of the corporation may require, not ex- 
ceeding the amount limited by this title; 

5. To appoint such subordinate officers or agents as the 
business of the corporation may require, and to allow them suit- 
able compensation ; 

6. To make by-laws not inconsistent with any existing law, 
for the management of its business and property, the regulation 
of its affairs, and for the transfer of its stock; 

7. To admit stockholders or members, and to sell their 
stock or shares for the payment of assessments or install- 
ments. 

8. To enter into any contracts or obligations essential, nec- 
essary or proper to the transaction of its ordinary affairs, or for 
the purposes of the corporation. 


31. Misnomer does not invalidate.—2635. The mis- 
nomer of a corporation in any written instrument does not in- 
validate the instrument, if it can be reasonably ascertained from 
it what corporation is intended. 


32. Must organize within one year. Legality of cor- 
poration, how ascertained.—2636. If a corporation does not 
organize and commence the transaction of its business or the 
construction of its works within one year from the date of its 
incorporation its corporate powers cease. ‘The due incorpora- 
tion of any company, claiming in good faith to be a corporation 
under this title, ard doing business as such, or its right to exer- 
cise corporate powers, shall not be inquired into, collaterally, 
in any private suit to which such de facto corporation may be a 
party; but such inquiry may be had at the suit of The People 
of the State, on the information of the district attorney of the 
county of the principal place of business of the corporation. 


33. Acquisition of real property.—2638. No corpora- 
tion must acquire or hold any more real property than may be 
reasonably necessary for the transaction of its business, or the 
construction of its works, except such right of way or other 
property as it may acquire under the laws of Congress, or as 
may be otherwise specially provided. A corporation may ac- 
quire real property as provided in the Code of Civil procedure, 
when needed for any of the uses and purposes there mentioned. 


IpaHo. , 83 


34. Right of repeal reserved.—2641. The Legislature 
may at any time amend or repeal this title or any chapter, 
article or section thereof, and dissolve all corporations created 
thereunder; but such amendment or repeal does not, nor does 
the dissolution of any such corporation take away or impair any 
remedy given against any such corporation, its stockholders or 
officers, for any liability which has been previously incurred 


35. On dissolution, directors as trustees for creditors. 
—2648. Unless other persons are appointed by the court, the 
directors or managers of the affairs of such corporation at the 
time of its dissolution are trustees of the creditors and stock- 
holders, or member. of the corporation dissolved, and have full 
power to settle the affairs of the corporation. 


36. Charter, how extended.—2649. Every corporation 
formed for a period less than fifty years may, at any time prior 
to the term of its corporate existence, extend such term to a 
period not exceeding fifty years from its formation. Such ex- 
tension may be made at any meeting of the stockholders or 
members called by the directors expressly for considering the 
subject, if voted by . . . . two-thirds of the members; or may 
be made upon the written assent of that number of stockholders 
ormembers. A certificate of the proceedings of the meeting 
upon such vote, or upon such assent, must be signed by the 
chairman and secretary of the meeting of a majority of the di- 
rectors and be filed in the office of the county recorder, where 
the original articles of incorporation were filed, and a certified 
copy thereof in the office of the secretary of the State, and 
thereupon the term of the corporation shall be extended for the 
specified period. 


37. Existing corporations may continue.—z650. Any 
existing corporation formed under any law of this State may 
continue under this chapter, or under the provisions of any sub- 
sequent chapter particularly applicable thereto, by the unani- 
mous vote of all its directors, or its election so to continue may 
be made at any annual meeting of the stockholders, or mem- 
bers or at any meeting called by the directors expressly for con- 
sidering the subject, if voted by . . . . a majority of the mem- 
bers, or may be made by the directors upon the written consent 
of that number of such stockholdersor members. A certificate 
of the action of the directors, signed by them and their secre- 
tary, when the election is made by their unanimous vote or 


$4 RELIGIOUS CORPORATIONS. 


¥ 


upon the written consent of the stockholders or members, or a 
certificate of the proceedings of the meeting of the stock- 
holders or members, where such an election is made at any such 
meeting signed by the chairman and secretary of the meeting 
and a majority of the directors, must be filed in the office of the 
recorder of the county where the original articles of incorpora- 
tion are filed, and a certified copy thereof must be filed in the 
office of the secretary of the State, and thereafter the corpora- 
tion must continue its existence under the provisions of this 
title, which are applicable thereto; and must possess all the 
rights and powers, and be subject to all the obligations, restric- 
tions and limitations prescribed thereby. 


38. Existing corporations not affected.—2651. No 
corporation formed or existing before twelve o’clock, noon, of 
the day upon which this title takes effect, is e[a]ffected by the 
provisions of this title unless such corporation elects to continue 
its existence under it as provided in the last section, but the 
laws under which such corporations were formed and exist are 
applicable to all such corporations, and are repealed subject to 
the provisions of this section. 


39. Chapter I. applicable to every corporation.— 
2652. The provisions of this chapter are applicable to every 
corporation, unless such corporation is exempted from its 
operation, or unless a special provision is made in relation 
thereto inconsistent with some provision in this chapter, in 


which case the special provision prevails. [In effect June 1, 
1887. } 


CuapTer VIII. Rexicious, Socian AND BENEVOLENT CoRPO- 
RATIONS. 


40. How incorporated.—2760. Any number of persons 
associated together for any purpose, where pecuniary profit is 
not their object, may, in accordance with the rules, regulations 
or discipline of such association, elect directors, the number 
thereof to be not less than three nor more than eleven, and may 
incorporate themselves as provided in this title.* 


41. Articles, additional facts.t—2761. In addition to 
the requirements of Chapter I, the articles of incorporation of 
any such association must set forth the holding of the election 


* See No. 3, etc., Sections 2576 seq., DP. 75. + See No. 6, Section 2579, p. 76. 


IDAHO. 85 


for directors, the time and place where the same was held, that 
a majority of the members of such association were present and 
voted at such election, and the result thereof; which facts must 
be verified by the officers conducting the election. 


42. Corporation to hold property. Limit on real 
estate.—2762. All such corporations may hold all the prop- 
erty of the association owned prior to incorporation or acquired 
thereafter in any manner, and transact all business relative 
thereto; but no such corporation must own or hold more real 
estate than may be necessary for the business and objects of 
the association. 


43. Real estate, how mortgaged or sold.—2764. Cor- 
porations of the character mentioned in this chapter, may 
mortgage or sell real property held by them upon obtaining an 
order for that purpose from the district court held in the county 
in which the property is situated. Before making the order, 
proof must be made to the satisfaction of the court that notice 
of the application for leave to mortgage or sell has been given 
by publication in such manner and for such time as the court 
or judge has directed, and that it is for the interest of the cor- 
poration that leave should be grantedas prayed for. Theappli- 
cation must be made by petition, and any member of the cor- 
poration may oppose the granting the order of it by affidavit or 
otherwise. 


44. By-laws, additional provisions.*—2765. Corpo- 
rations organized for purposes other than for profit may in their 
by-laws, ordinances, constitutions, or articles of incorporation, 
in addition to the provisions in Chapter I, provide for: 


1. The qualifications of members, mode of election, and 
terms of admission to membership; 

2. The fees of admission and dues to be paid to their treas- 
ury by members; 

3. The expulsion and suspension of members for miscon- 
duct or non-payment of dues; also for restoration to member- 
ship; 

4. Contracting, securing, paying and limiting the amount 
of their indebtedness; 

5. Other regulations not repugnant to the laws of the State 
and consonant with the objects of the corporation. 


* See No. 14, Section 2590, p. 77. 


86 RELIGIOUS CORPORATIONS. 


TITLE VI. VoLtuntTary DIssoLUTION OF CORPORATIONS. 


45. How dissolved.—s185. A corporation may be dis- 
solved by the district court of the county where its office or 
principal place of business is situated, upon its voluntary appli- 
cation for that purpose. 


46. Application, what to contain.—5186. The appli- 
cation must be in writing and set forth: 

1. That at a meeting of the stockholders or members called 
for that purpose, the dissolution of the corporation was resolved 
upon by a two-thirds vote of all the stockholders or members; 

2. That all claims and demands against the corporation 
have been satisfied and discharged. 


47. Application, how signed.—5187. The application 
must be signed by a majority of the board of trustees, directors, 
or other officers having the management of the affairs of the 
corporation, and must be verified in the same manner as a com- 
plaint in a civil action. 


48. Filing application. Notice.—5188. Ifthe judge is 
satisfied that the application is in conformity with this title, he 
must order it to be filed with the clerk, and that the clerk give 
not less than thirty days’ notice of the application, by publica- 
tion in some newspaper published in the county, and if there 
are none such, then by advertisements posted up in three of the 
principal public places in the county. 


49. Objections.—5189. At any time before the expiration 
of the time of publication, any person may file his objections to 
the application. 


50. Hearing.—s5190. After the time of publication has 
expired, the court may, upon five days’ notice to the persons 
who have filed objections, or without further notice, if no objec- 
tions have been filed, proceed to hear and determine the appli- 
cation; and if all the statements herein made are shown to be 
true, he must declare the corporation dissolved. 


51. Judgment roll. Appeal.—sr1o1. The application, 
notices, and proofs of publication, objections (if any), and decla- 
ration of dissolution, constitute the judgment roll, and from the 
judgment an appeal may be taken as from judgments of the 
county courts. 


ILLINOIS. 


CONSTITOTION. Article XI. 


[In effect, Aug. 8, 1870. ] 


1. General laws to be passed.—1. No corporation shall 
be created by special laws, or its charter extended, changed or 
amended, except those for charitable, educational, penal or re- 
formatory purposes, which are to be and remain under the 
patronage and control of the State, but the General Assembly 
shall provide, by generai laws, for the organization of all cor- 
porations hereafter to be created. 


REVISED STATUTES, 1892. 
Cuap. XXXII. CorpPoraTIONs. 


RELIGIOUS CORPORATIONS. 


2. How incorporated.—35. The foregoing* provisions 
shall not apply to any religious corporations; but any church, 
congregation or society formed for the purpose of religious wor- 
ship, may become incorporated in the manner following, to wit: 
By electing or appointing, according to its usages or customs, at 
any meeting held for that purpose, two or more of its members 
as trustees, wardens and vestrymen (or such other officers whose 
powers and duties are similar to those of trustees, as shall be 
agreeable to the usages and customs, rules or regulations of 
such congregation, church or society), and may adopt a corpo- 
tate name; and upon the filing of the affidavit, as hereinafter 
provided, it shall be and remain a body politic and corporate, by 
the name so adopted. 


3. Form and effect of affidavit.—36. The chairman or 
secretary of such meeting shall, as soon as may be after such 
meeting, make and file in the office of the recorder of deeds in 


* The provisions referred to apply only to business corporations, and include the pro- 
visions for the dissolution of corporations. 


(87) 


88 RELIGIOUS CORPORATIONS, 


the county in which such congregation, church or society is or- 
ganized (which shall be recorded by such recorder) an affidavit, 
substantially in the following form: 


STATE OF ILLINOIS, 
SS. 
Country. 


I, ————,, do solemnly swear (or affirm, as the case may 
be) that at a meeting of the members of the (here insert the 
name of the church, society or congregation, as known before 
incorporation, ) held at (here insert place of meeting,) in the 
county of , and State of Illinois, on the day of 
, A.D. 18—, for that purpose, the following persons were 
elected (or appointed) (here insert their names) trustees, (or 
wardens, vestrymen or officers by whatever name they choose 
to adopt, with powers and duties similar to trustees, ) according 
to the rules and usages of such (church, society or congrega- 
tion). And said (church, society or congregation) adopted as 
its corporate name (here insert the name). And at said meet- 
ing this affiant acted as (chairman or secretary, as the case 
may be). 


Subscribed and sworn to before me, t 


this — day of , A.D. 18—, (Name of affiant.) 


Such affidavit, or a copy thereof duly certified by the 
recorder, shall be received as evidence of the due incorporation 
of such congregation, church or society. 


4. Trustees, term of office.—37. The tetm of office of 
the trustees of any such corporation may be determined by the 
tules or by-laws of the congregation, church or society. 


5. Trustees, failure to elect does not dissolve.—38. 
A failure to elect trustees at any time shall not work a dissolu- 
tion of such corporation, but the trustees last elected shall be 
considered as in office until their successors are elected. 


6. Trustees. Subsequent elections. Vacancies.-—39. 
All elections of trustees after the first, and elections to fill vacan- 
cies, may be called and conducted upon such notice and in such 
manner as may be provided by the rules, usages or by-laws of 
the congregation, church or society, but the qualification and 
number of the trustees shall, at all times, be the same as re- 
quired in the thirty-fifth section of this act. No certificate of 
election, after the first, need be filed for record. 


ILLINOIS. 89 


7. Trustees, removal of.—4o. A trustee may be removed 
from office by an election, called and conducted in like manner 
as elections for trustees, or his office declared vacant for a fail- 
ure to act, immoral conduct, or for an abandonment of the faith 
of the congregation, church or society. 


8. Property vested in congregation.—41. Upon the 
incorporation of any congregation, church or society, all real 
and personal property held by any person or trustees for the 
use of the members thereof, shall immediately vest in such cor- 
poration, and be subject to its control, and may be used, mort- 
gaged, sold and conveyed the same as if it had been conveyed 
to such corporation by deed; but no such conveyance or mort- 
gage shall be made so as to affect.or destroy the intent or effect 
of any grant, devise or donation that may be made to such 
person or trustee for the use of such congregation, church or 
society. 


9. Real estate, limit on.—42. Any corporation that may 
be formed for religious purposes under this act, or under any 
law of this State, for the incorporation of religious societies, 
may receive, by gift, devise or purchase, land, not exceeding in 
quantity twenty (20) acres, and may erect or build thereon such 
houses, buildings or other improvements as it may deem neces- 
sary for the convenience and comfort of such congregation, 
church or society, and may lay out and maintain thereon a 
burying-ground; Provided, That only ten acres of such land 
shall be exempt from assessment for taxation, and that all such 
land in excess of ten acres shall be assessed at the same valuation 
as if it were nota part of a cemetery; but no such property 
shall be used except in the manner expressed in the gift, grant 
or devise, or if no use or trust is so expressed, except for the 
benefit of the corporation, church or society for which it was 
intended. [As amended in 188g. ] 


10. Trustees, powers of.—43. The trustees shall have 
the care, custody and control of the real and personal property 
of the corporation, subject to the direction of the congregation, 
church or society, and may, when directed by the congregation, 
church, or society, erect houses or buildings and improvements, 
and repair and alter the same, and may, when so directed, mort- 
gage, incumber, sell, and convey any real or personal estate of 
such corporation, and enter into all lawful contracts in the name 
of and in behalf of such corporation; Provided, That no mort- 


go RELIGIOUS CORPORATIONS. 


gage, incumbrance, sale or conveyance shall be made of any 
such estate, so as to defeat or destroy the effect of any gift, 
grant, devise or bequest which may be made to such corpora- 
tion; but all such gifts, grants, devises and bequests shall be ap- 
propriated and used as directed or intended by the person or 
persons making the same. 


ll. Existing societies may incorporate.—44. Any con- 
eregation, church or society, heretofore incorporated under the 
provisions of any law for the incorporation of religious socie- 
ties, may become incorporated under the provisions of this act, 
relative to religious societies, in the same manner as if it had 
not previously been incorporated, in which case the new corpo- 
ration shall be entitled (to) and invested with all the real and 
personal estate of the old corporation, in like manner and to the 
same extent as the old corporation, subject to all the debts, con- 
tracts, and liabilities. The word trustees, wherever used in this 
act, shall be construed to include wardens and vestrymen, or 
such other officers as perform the duties of trustees. 


12. Camp meeting grounds may be acquired.—45. 
Any congregation, church or society, incorporated under this 
act, may receive, by grant, devise or bequest, real estate, not 
exceeding forty acres, for the purpose of holding camp meet- 
ings, and may put such improvements thereon as they may 
deem for their comfort and convenience. The title to such real 
estate shall be in such corporation, subject to like conditions as 
are provided in this act in regard to other real estate held by 
such corporation. 


13. Books, etc., right to publish.—46. The trustees, 
or any other persons designated by such congregation, church 
or society incorporated under this act, shall have power to pub- 
lish, print, circulate, sell or give away such religious, Sabbath- 
school and missionary tracts, periodicals or books as they may 
deem necessary to the promotion of religion and morality. 


14. Property, right to limit amount reserved.—47. 
This act is subject to any limitation or modification which may 
be hereafter enacted by general law, as to the amount of real 
estate and personal property to be held by the corporations 
respectively provided for herein for religious purposes. 


15. New corporations to be formed only under this 
act.—48. No corporation, association or society for any 


ILLINOIS. gt 


purpose authorized by this act shall be formed under any 
other act. 


16. Existing corporations not affected by repeal.— 
49. Allacts or parts of acts in conflict with the provisions of 
this act are hereby repealed; Provided, That the repeal of said 
acts shall not affect any corporations existing under any such 
acts, or any rights or liabilities that may have accrued when 
this act shall take effect; but such rights and liabilities shall 
remain as though this act had not been passed. 


PARTICULAR DENOMINATIONS. 


17. The following acts have not been repealed by title and 
name: 

Catholic Church Act, Laws, 1845, p. 321. 

Catholic Church Act, Laws, 1869, p. 67. 

Protestant Episcopal Churches, Laws, 1853, p. 482. 

See, however, Sec. 48, p. 88. 


By Act of March 5, 1895, bishops, overseers, and presiding 
elders of any church may become corporations sole. 


INDIAN TERRITORY. 


There are no local laws for the organization and govern- 
ment of corporations in this Territory as a whole. The sev- 
eral Indian Nations have tribal laws for the organization of 
corporations, but not for their government. For United States 
Laws, see Arizona, p. 5. 


INDIANA. 


CONSTITUTION. Article XI. 
[In effect, Nov. 1, 1851. ] 


1. General laws to be passed.—x3. Corporations, 
other than banking, shall not be created by special act, but may 
be formed under general laws. 


STATUTES, 1894. 
Cuap. XXI. Corporations GENERALLY, 


2. Order of court as evidence.—3423. When the steps 
necessary to an organization of a corporation, municipal or pri- 
vate, under any general law, have been completed, a statement 
thereof may be filed in the office of the clerk of the circuit 
court of the proper county; and such court, at its next term 
thereafter, shall, on proof of such organization, cause to be 
entered of record, in the order book, an order declaring the 
existence of such corporation; and such order shall be conclu- 
sive as to the fact of such existence at the date which such 
court may fix in suchorder. [In force, May 6, 1853. ] 


3. Articles to be filed with secretary of state.—3424. 
That all persons, companies, corporations and associations 
hereafter desiring to incorporate under the laws of the State of 
Indiana, and who are not now required by law to do so, shall 
be and are hereby required to file with the secretary of State 
certified copies or duplicates of their articles of incorporation 
or association, and no such corporation or association shall be 
deemed and held to be legally incorporated until the provi- 
sions of this act shall have been complied with. [In force, 
Mar. 9, 1891. ] 


4. To continue after dissolution.*—3429. All corpora- 
tions whose charters shall expire by limitation, forfeiture, or 


* See No 54, Sec. 5029, p. 103. 
(92) 


INDIANA, 93 


otherwise, shall, nevertheless, be continued bodies corporate 
for three years after the time they would have been so dis- 
solved, for the purpose of prosecuting and defending suits to 
which they are a party, and to enable them to settle, dispose 
of, and convey their property, and divide the capital stock, but 
not to continue the business for which such corporations were 
established. [In force, May 6, 1853. ] 


Cuap. XXVI. CorPORATIONS—ASSOCIATIONS. 


ArT. IX. VOLUNTARY. 
[Statutes, 1881, p. 712. ] 


5. Howincorporated. Articles.—4583. Thatany num- 
ber of persons may voluntarily associate themselves by written 
articles, to be signed by each person who may be a member at 
the time of organization, specifying the objects of the same, the 
corporate name they may adopt to designate such objects pursu- 
ant to this act, the name and place of residence of each member 
or stockholder, with an impression and description of the corpo- 
rate seal, and in what manner persons shall be appointed or 
elected to manage the business and prudential concerns of any 
such association that may have been or shall hereafter be formed’ 
for either of the following purposes: .... 

are) s) fae To organize churches, conferences, and religious 


6. Articles, where filed. Evidence.—4584. Every 
such association shall file their articles in the recorder’s office 
of the county in which such associations may be formed, and 
upon the expense of filing and recording being paid, the re- 
corder shall record the same in the miscellaneous book of rec- 
ords in his office, and such record, or a certified copy thereof, 
shall be conclusive evidence of the matters and things therein 
recited. 


7. Powers.—4585. Every such corporation shall, from 
the time such record is filed in the proper recorder’s office, be 
deemed and held to be a corporation, and shall have and pos- 
sess all the rights, powers, and privileges given to corporations 
by common law; to sue and be sued; to borrow money, and 
secure the payment of the same by notes and mortgages, bonds 
or deeds of trust upon their personal and real property; and 
to rent, lease, purchase, hold, sell, and convey such real and 
personal property as may be necessary and proper for the 


94 RELIGIOUS CORPORATIONS. 


purpose of erecting buildings, and for other proper objects of 
any such corporation. 


8. Officers and agents. By-laws. Records.—4587. 
Every such corporation shall elect such officers or agents as 
may be necessaty to carry into operation the objects of its 
organization. It may prescribe and adopt rules and regula- 
tions for the direction of its officers and members; and such 
corporation shall keep a fair record of its proceedings and ac- 
counts in proper books, and such records, or copies thereof duly 
attested by the secretary or clerk under its corporate seal, may 
be given and read in evidence in any court in this State. 


9. Property, how acquired.—4588. Any property, real 
or personal, may be bequeathed, devised or given to any such 
corporation by will; and in such cases it shall be sufficient if 
the corporate name be used, or the purpose so described as not 
to admit of a reasonable doubt for what corporation or purpose 
the same was intended to be devised or given. 


10. Existing corporations affected.—4589. All volun- 
tary associations now existing, organized under former laws, 
shall continue to exist and operate under the provisions of this 
act. 


Cuap. XXXI. CorporaTIONS—CHURCHES, 


Art. I. By UNIon. 
[Statutes, 1858, p. 29. ] 


ll. Union, how effected.—4709. When the members of 
two or more churches desire to form a union and assume a new 
name, they are hereby authorized so to do, by each church 
appointing three of its members as trustees, who shall, within 
twenty days after their appointment, meet at a time and place 
agreed upon, and regularly organize by appointing one of their 
number chairman and another secretary of. their meeting; and 
when so organized, they shall agree upon the name that the 
united churches shall thereafter assume. 


12. Certificate to be filed.—4710. The secretary shall 
record the proceedings of said meeting in a record to be kept 
for that purpose, and shall, within ten days thereafter, deposit 
in the recorder’s office of the county where said church shall 
hold its place of worship, a certificate setting forth the names 
of the old churches that have united, the name of the new 


INDIANA. 95 


church, and the names of the trustees thereof; and the recorder 
shall record the same among the records of deeds in his office. 


13. Trustees a corporation. Name. Powers.—4711. 
Said trustees, so appointed, shall be the trustees of said new 
church until their successors shall be duly elected and quali- 
fied, and shall be deemed a body politic and corporate by the 
name and style of the ‘‘ Trustees of ;’ and by that name 
shall have power to contract and be contracted with, sue and 
be sued, and receive and dispose of real and personal estate for 
the sole use and benefit of said new church, in like manner and 
with like effect as other persons or corporations. 


14. Property conveyed to new corporation.—4712. 
After said certificate is recorded in the recorder’s office, as pro- 
vided in section 2 of this act (section 4710), it shall be lawful 
for the trustees of said churches that have united, to convey, 
by deed, to the trustees of the new church and their successors 
in office, all lands belonging to said old churches (which deeds 
shall be recorded in the recorder’s office where such lands are 
situate), and also to deliver to said trustees of said new church 
all articles of personal property belonging to said old churches. 
A list of the articles of personal property so delivered shall be 
recorded by the secretary of said new church in the church 
record as aforesaid; which articles of personal property and 
teal estate shall be held by said trustees of the new church and 
their successors in office, for the use and benefit of said new 
church. 


15. Powers and liabilities vested in new corporation. 
—4713. So soon as thetrusteesof said old churches shall have 
made said conveyance of lands and delivery of personal prop- 
erty, as aforesaid, to said trustees of the new church, said old 
churches, from and after that time, shall cease to exist, and all 
rights, powers, privileges, and liabilities belonging thereto, 
shall, from and after that time, vest in and attach to the new 
church, so organized as aforesaid, with full power to the trus- 
tees thereof to sue and be sued, the same as the trustees of the 
old churches could before they ceased to exist. 


16. By-laws.—4714. Such new church, when organized 
as aforesaid, shall have full power to establish all necessary 
by-laws and make ail needful regulations to carry out the ob- 


jects of its organization. 
il 


96 RELIGIOUS CORPORATIONS, 


17. Officers.—4715.—Such new church may appoint or 
elect a treasurer and such other officers as it may see fit, to 
carry on its organization. 


INCORPORATION OF SYNODS, ETC. 


18. How effected.—4716. That any number of churches 
or religious societies of the same denomination may unite to- 
gether as a presbytery, synod, conference, association, conven- 
tion, camp-meeting, assembly, or the chief judicatory of any 
religious denomination in the State of Indiana, for the purpose 
of incorporation by the adoption of a corporate name and the 
selection of trustees, by complying with the provisions of this 
act. 


19. Notice of purpose.—4717. The moderator, chair- 
man, presiding officer, stated clerk or secretary of the body 
desiring to incorporate under the provisions of this act, shall 
give notice for three weeks successively by publication in some 
weekly newspaper of general circulation in the county where 
the meeting will be held, of the time and place of such meeting, 
and the last notice must be published at least ten days before 
the time of meeting for the purpose of incorporation, as afore- 
said. 

20. Notice, contents of.—4718. The notice shall give 
the name of the organization, and the time and place of meet- 
ing, and the object of the same, for the purpose of incorpora- 
tion, and selecting trustees, and adopting a corporate name, 
and the notice shall be signed by the officer or persons calling 
for the organization or incorporation. 


21. Notice, how given.—4719. When there is not already 
an organization existing within the purview of this act, any 
three members of any church or society contemplating such or- 
ganization and incorporation may give the notice as required in 
sections 2 and 3 of this act.* 


22. Name, adoption of. Trustees to be elected.— 
4720. At the time and place as specified in the notice, the re- 
ligious body or society or organization shall declare and adopt a 
corporate name, by which it shall be permitted to sue and be 
sued, contract and be contracted with, and then proceed to elect 
a board of trustees, consisting of not less than three nor more 
than five members or persons, to be selected as the organization 


* See Nos. 19 and 20, Sections 4717 and 4718, p. 96. 


INDIANA. 97 


may determine. The trustees so selected shall hold their office 
for five years, and until their successors are elected, as specified 
in this act. 


23. Vacancies, how filled. Term of service.—4721. 
Whenever a majority of the elected trustees have died, resigned 
or their place becomes vacant for any cause, then a new notice 
must be given, and an election held for a new board of trustees 
as in the first incorporation, provided in this act, that the public 
may know who the trustees are, and so long as a majority of the 
board of trustees remain they shall continue in office five years, 
and until their successors are elected. 


24. Record, contents of.—4722. The religious society 
or body incorporating under this act shall makea record of their 
proceedings, setting out the notice given and the affidavit of the 
publisher of the paper in which the notice of the meeting was 
published, showing when and how the notice was given. The 
record shall set out the full names of the trustees, and the cor- 
porate name adopted, and the same shall be entered on the 
minutes in full, together with the certificate of filing by the sec- 
retary of state, as provided in the following section. 


25. Certified copy of record. Filing. Fee.—4723. A 
verified copy of the proceedings, duly signed by the moderator, 
chairman or presiding officer, and attested by the stated clerk 
or secretary, shall be forwarded at once to the secretary of state, 
who shall file the same in his office when presented, and care- 
fully preserve the same, and shall forthwith certify back to the 
organization, under his hand and seal of his office, the day 
and hour when the certified copy of the incorporation was filed 
in his office. This certificate shall also be spread of record on 
the minutes of the society or organization. The secretary of 
state shall prepare, and keep solely for the purpose, a record of 
the incorporation of religious bodies, where he shall record at 
length the certified copies sent to and filed with him, together 
with the date of filing, as provided in this section. The secre- 
tary of state shall be entitled toa fee of three dollars for record- 
ing, certifying and filing the papers aforesaid, to be paid when 
the papers are filed, and from the time of filing such copy with 
the secretary of state the incorporation of the religious society 
or organization shall be complete. 


26. Certified copy. Evidence.—4724. A certified copy 
of the proceedings, signed by the moderator or presiding officer 


98 RELIGIOUS CORPORATIONS, 


of the incorporated body and attested by the stated clerk or sec- 
tetary of the same, ora certified copy of the record from the 
secretary of state, shall be przma facie evidence of the incorpo- 
ration of any religious organization named in this act in any of 
the courts of this State. 


27. Powers.—4725. Every such organization provided 
for in this act, when incorporated as herein provided, shall be 
deemed and held to be a corporation, and shall have and 
possess the powers, rights, privileges and franchises given to 
corporations, and their trustees and successors in office shall 
constitute a body politic and corporate under the name adopted 
in their proceedings, and every such religious organization shall 
have power to acquire by purchase, donation, devise, gift, sub- 
scription or otherwise such real estate or personal property 
as is now possessed by other corporations under the laws of the 
State of Indiana, subject to the rights of the Legislature at all 
times to restrict the powers of the corporation or to amend the 
laws governing the same. 


28. Record, where to be filed.—4726. In the county 
where any real estate is situated owned by such incorporated 
body, a certified copy of the record referred to, in sections 5 and 
6 of this act,* from the minutes of the organization, signed by 
the moderator or presiding officer and attested by the stated 
clerk or secretary of the body, must be filed in the recorder’s 
office of the county and recorded in the miscellaneous record of 
that office and properly indexed therein, and the recorder, on 
the margin of such record where the same is recorded, shall 
refer to the book and page of all deeds or transfers by or to the 
society or organization, and on the margin of each deed by or to 
the said society or religious organization, as aforesaid, where 
the same is recorded. The recorder shall refer to the miscel- 
laneous record by book and page where the certified copy of 
the incorporation is recorded; and the recorder shall be entitled 
to one dollar for recording the certified copy of incorporation, 
and the sum of one dollar for each deed recorded, and twenty- 


five cents for indexing and marginal references as herein pro- 
vided. 


29. By-laws.—4727. Such religious organization, when 
duly incorporated under this act, may establish such rules and 
by-laws as may be necessary or proper for its government, and 


* See Nos. 24 and 25, Sections 4722 and 4723, p. 97- 


INDIANA. 99 


may determine how many members shall constitute a quorum, 
and provide for filling vacancies in the board of trustees, and 
the number of the same, and whenever the time arrives that a 
majority of the board of trustees elected have died or resigned, 
or their places become vacant for any cause, then an election 
shall be had, as provided in sections 5 and 6 of this act*, for an 
entire new board of trustees. 


30. Property, sale of.—4728. Such religious org:niza- 
tion, when duly incorporated as provided in this act, may, at 
any regular or called meeting, by a majority vote, direct the 
trustees as to the sale or transfer of any real or personal prop- 
erty, and in any deed or transfer by said trustees shall refer to 
the date, book and page where such was taken, and no deed or 
transfer shall be valid unless approved by the moderator or 
presiding officer of such regular or called meeting, indorsed on 
said deed, and shall be recorded therewith. 


Art. III. EDUCATIONAL AND BENEVOLENT SOCIETIES. 
[Statutes, 1873, p. 188.] 


31. Trustees to be incorporated by election.—4742. 
The members of any church or religious society of any denomi- 
nation whatever, may, after giving ten days’ notice by posting 
up written or printed notices in three public places in the 
vicinity of the place where such church or society usually meet 
for worship, specifying the time and place of such election or 
appointment, at any regular or called meeting of such church 
or society, elect or appoint according to the usages or customs 
of such society, not less than three nor more than nine trus- 
tees, who shall be a body politic and corporate, by such name 
as such society may elect and designate, for any educational, 
benevolent, or charitable purpose. 


32. Certificate of election must be recorded. Limit 
on real estate.—4743. The clerk of such society shall issue 
to such trustees a certificate setting forth that they have been 
elected or appointed for such purpose; which certificate shall, 
within twenty days from its date, be recorded among the 
miscellaneous records of the county in which such election or | 
appointment is made, and from the date of such recording said 
trustees shall be deemed a body politic and corporate, by such 
name as may have been designated by such society, and, as 


*See Nos. 22 and 23, Sections 4720 and 4721, pp. 96, 97- 


100 RELIGIOUS CORPORATIONS. 


such, may sue and be sued, contract and be contracted with; 
and shall have authority to receive conveyances of lands, not 
exceeding twenty acres, by purchase, devise, or gift, and hold 
the same to them and their successors in perpetuity, for the sole 
and exclusive uses and purposes of carrying out the objects of 
such corporate body. 


33. Limit upon personal property.—4744. Such cor- 
poration shall have power and authority to acquire and possess, 
for the uses and purposes, and furtherance of the objects of the 
same, moneys and personal property, by bequest, donation, or 
otherwise, to any amount not exceeding one hundred thousand 
dollars, and may appropriate the same and the income or inter- 
est thereof, and all other funds in their hands, for the purposes 
designated by such society, not inconsistent with their trust, 
nor inconsistent with the conditions of any devise, bequest, or 
donation made to them. 


34. Trustees, power to sell or loan.—4745. Such trus- 
tees are empowered to sell, loan, or otherwise dispose of their 
corporate property, but not in any manner inconsistent with the 
duties or objects of their trust. 


35. Seal.—4746. Such trustees shall procure a corporate 
seal. 


36. Officers and record.—4747. Such trustees shall, at 
their first meeting, elect one of their number president, an- 
other secretary, and another treasurer, and shall procure a well- 
bound book of not less than three hundred pages, in which shall 
be kept accurate minutes of their proceedings. 


37. Trustees, terms of service. Vacancies.—4748.— 
Such church or religious society shall, at the time of election 
or appointment of such trustees, elect or appoint one of them 
to serve for one year, one of them for two years, and the other 
for three years from the date of their appointment, And said 
society shall, each year, elect or appoint a trustee to succeed 
the one whose term expires, and may also at any regular meet- 
ing of such society, elect or appoint a trustee to fill any vacancy 
that may occur in said board of trustees, by death, resignation 
or otherwise. 


38. Trustees may hold over.—4749. Should there be, 
from any cause, a failure to elect or appoint a new trustee as 


INDIANA. IoI 


required, those in office shall continue to hold until successors 
are properly elected or appointed. 


39. Treasurer, bond of.—4750. The treasurer of such 
board of trustees shall give bond with freehold surety to be 
approved by the president of the board payable to the State of 
Indiana in a sum not less than double the amount of moneys at 
any time in his hands, conditioned for the faithful and honest 
discharge of the duties of his trust; and in case of breach of 
bond, any member of the society electing or appointing such 
trustees may maintain an action upon said bond as relator, the 
money recovered thereon to be paid to such corporate body. 


40. By-laws, trustees may make.—4751. Such board 
of trustees is empowered to make such by-laws and rules as are 
necessary to carry out the objects of the trust. 


Cuap, XXXVII. Corporations—LopcGeEs anpD SOCIETIES. 
Art. I. GENERALLY. 
[Revised Statutes, 1852.] 
41. May hold lands. Limit. Trustees to be elected. 


—5016. Any persons, congregation, society, church, or any 
lodge of Freemasons, or Odd Fellows (whether chapter, en- 
campment or subordinate) and any temple or division of the 
Sons or Daughters of Temperance, and any other voluntary 
association for religious, educational, scientific or benevolent 
purposes, may take, by purchase, grant or devise, lots or tracts 
of land, not exceeding one hundred and sixty acres, upon which 
to erect buildings for religious worship, or for such other pur- 
poses as will best attain the objects of said several organiza- 
tions; and for that purpose may elect not less than three nor 
more than five trustees, who shall possess the powers and per- 
form the duties herein named.* 


42. Society defined.—so17. The word ‘ society” in 
this act shall be deemed to include churches, associations, con- 
gregations, lodges, divisions and all other orders enumerated in 
the preceding section. 


43. Trustees, notice and place of election.—sor8. 
Notice of election for trustees shall be given at least ten days 
previous thereto, by publication in a newspaper of the county, 


* See No 31, Sec. 4742, PD. 9% 


102 RELIGIOUS CORPORATIONS. 


if any, otherwise by posting such notice in three public places 
in the proper township, one of which shall be at the place of 
the proposed election. Such notice shall state the time, place 
and object of such election; and the same shall be held at the 
usual place of worship or meeting of such society, if any 
there be. 


44. Clerk, poll-list, and certificate.—sor19. Such so- 
ciety, at the first and every subsequent election, shall appoint 
a clerk thereof, who shall take, count and make a poll-list of 
the votes given for trustees; and, within ten days thereafter, 
shall deposit in the recorder’s office of the county where the 
teal estate granted is situate, a certificate setting forth the 
notice of such election, the time and place where the same was 
held, the name of the society and persons elected as trustees 
thereof; and the recorder of such county shall record the same 
among the records of deeds in his office. 


45. Certificate, as evidence.—5020. As between such 
society, the trustees thereof, and all other persons claiming 
under them, and any person granting real estate thereto, and 
all persons claiming under him, such certificate shall be conclu- 
sive evidence of the matters and things therein recited; and as 
between such society, the trustees thereof, and all persons 
claiming under them, and all other persons, it shall be pre- 
sumptive evidence of such matters. 


46. Trustees, term of office and removal.—soz1. Such 
trustees shall severally hold their offices until their successors 
are duly chosen according to the rules of such society; and any 
society, by a majority vote, at a meeting of one-third of the 
resident members thereof (notice being given as aforesaid) may 
remove such trustees, and elect others in their stead. 


47. By-laws.—s5o022. Such society, or the trustees there- 
of, when authorized for that purpose, may establish all neces- 
sary by-laws to carry out the objects of its organization. 


48. Trustees, may be selected by usage.—so023. Any 
society may select or appoint trustees according to its common 
usage or custom, if they desire it; but a certificate of such selec- 
tion or appointment, and the record of the same, as in case of 
their election, shall not be dispensed with. 


49. Trustees, a corporation.—5o024. Such trustees shall 
be deemed a body politic and corporate, under such name and 


INDIANA. 103 


style as the society may elect; and, by that name, shall have 
power to contract, sue, be contracted with, and sued, with like 
effect as other persons or corporations. 


50. Name, how changed.—5o025. Such society may, at 
any meeting, by giving ten days’ notice of the time and purpose 
thereof, change their corporate name; but the name chosen by 
such society shall not be assumed until a record has first been 
made of the fact in the recorder’s office of the proper county. 
Such change shall not affect the rights or liabilities of the 
society or of other persons or parties. 


51. Lands, how acquired.—s5o026. The trustees chosen 
as herein provided, after record of their election or appointment 
is made in the recorder’s office of the proper county, shall Lave 
power and authority, as such trustees, to receive conveyances ot 
lands, whether the same be by purchase, gift, or otherwise, and 
to hold the same to their successors, as such trustees, in per- 
petuity, for the sole and exclusive benefit of such society and 
for the uses declared in such conveyance or grant. 


52. Personalty, limit of—5027. Such trustees and their 
successors in office may also acquire and possess, for the use of 
any such society, personal property not exceeding in value the 
sum of five thousand dollars; and may appropriate the same, 
and the income or interest thereof, and all other funds and 
incomes in their hands as such trustees, for the purposes desig- 
nated by such society, not inconsistent with the trust. 


53. Trustees may dispose of property.—5o028. Such 
trustees, to more effectually carry out the objects of their trust, 
may sell, loan, or otherwise dispose of their corporate property; 
and any conveyance thereof by such trustees, or a majority of 
them, in behalf of such society, shall vest in the purchaser of 
the same, all right, title and interest thereto; but the provisions 
of this section shall not be construed to affect any gift, bequest, 
or devise to such society, or to trustees for its use, so as to de- 
feat the intentions of the grantor, donor, or testator. 


54. Dissolution and revival.—soz9. When any society 
within the meaning of this act shall have been dissolved from 
any cause, a majority of the persons interested therein may 
revive the same, within five years after such dissolution, by 
electing a new board of trustees, and making record of such 
election in the recorder’s office of the proper county, as herein- 


104 RELIGIOUS CORPORATIONS. 


before provided. And whenever, from any cause, any church 
or religious society, holding and possessing property within the 
meaning of this act, shall have been dissolved, the annual or 
quarterly conference, or other ecclesiastical body to which such 
church or religious society is directly subordinate, shall have 
power to appoint trustees, in accordance with the customs and 
usages of said church, to take the charge and control of the 
property of said church or society until it shall be revived as 
contemplated by this act. 


55. Existing societies affected.—5030. The provisions 
of this act shall extend to every society, educational or religious, 
which, previous to its passage, had acquired land, not exceeding 
five acres, for the purpose of erecting a house of worship or 
other appropriate building, upon the condition that the consent 
of two-thirds of the persons interested in such land be first ob- 
tained, and the trustees be elected and certified, and such other 
proceedings had, as hereinbefore directed for the election of 
trustees. 


56. Officers may be trustees.—5o31. The officers of 
any society, by whatever name such officers may be designated, 
elected in the manner prescribed by this act, or according to the 
rules of any such church, society or order, may, whenever the 
laws or usages of the same require it, perform the duties of 
trustees, and, in their proper name and title, shall possess all 
the powers and be subject to the same liabilities as trustees; 
and the certificate of the election of such officers shall be 
recorded in the recorder’s office of the proper county, as in the 
case of trustees. 


57. When notice of election unnecessary.—Chap. X, 
Laws of 1895, add to Section 5018 (see No. 43, p. ror), at end: 

Provided, That at any subsequent election of such trustees 
no such notice shall be necessary where such lodge or society 
shall in its rules, by-laws or constitution provide and fix the 
time and place for the election of its trustees. 


ParTICULAR DENOMINATIONS, ETC. 


58. Sections 4729 to 4741 of the Statutes relate to the in- 
corporation of parishes of the Protestant Episcopal Church. 


IOWA.* 


STATUTES, CODE, 1888. 


TITLE IX. Or CorPoRATIONS, 


[Laws of 1873. ] 


Cuap. I. Or Corporations ror Pecuniary Prorir.+ 


1. Who may incorporate.—1o058. Any number of per- 
sons may associate themselves and become incorporated for the 
transaction of any lawful business, including the establishment of 
ferries, the construction, ownership, operation and maintenance 
of canals, railways, bridges, or other works of internal improve- 
ment; and the purchase, ownership, operation and maintenance 
of any railroad sold or transferred under power of sale or fore- 
closure of any mortgage or deed of trust, but such incorpora- 
tion confers no power or privilege not possessed by natural per- 
sons, except as hereinafter provided. 


2. Powers.—i1059. Among the powers of such body cor- 
porate are the following: 

1. To have perpetual succession ; 

2. Tosue and be sued by its corporate name; 

3. To have a common seal, which it may alter at pleasure; 

4. To render the interests of the stockholders transferable; 

. To exempt the private property of its’ members from 
Hability for corporate debts, except as herein otherwise de- 
clared; 

6. To make contracts, acquire and transfer property, pos- 
sessing the same powers in such respects as private individuals 
now enjoy; 

7. To establish by-laws, and make all rules and regulations 
deemed expedient for the management of their affairs in accord- 
ance with law. 

* Article VIII of the Constitution, empowering the General Assembly to provide by 
general laws for the organization of all corporations, has been judicially declared to refer 


exclusively to corporations for pecuniary profit. 
+ See requirement of No, 12, Section logr, p. 107. 


(105) 


106 RELIGIOUS CORPORATIONS. 


3. Articles and Certificate.—1060. Previous to com- 
mencing any business, except that of their own organization, 
they must adopt articles of incorporation, which must be signed 
and acknowledged by the incorporators, and recorded in the 
office of the recorder of deeds of the county where the princi- 
pal place of business is to be, in a book kept therefor; the 
recorder must record such articles as aforesaid, within five days 
after the same are filed in his office, and certify thereon the 
time the same was filedin his office, and the book and page 
where the record thereof will be found. The said articles and 
certificate of recorder shall be then recorded in the office of the 
secretary of State, in a book kept for that purpose. 


4. Notice to be published.—1062. A notice must also 
be published, for four weeks in succession in some newspaper 
as convenient as practicable to the principal place of business.* 


5. Notice, contents of.—1063. Such notice must con- 
tain: 

1. The name of the corporation and its principal place of 
transacting business; 

2. The general nature of the business to be transacted; 

3. The amount of capital stock authorized, and the times 
and conditions on which it is to be paid in; 

4. The time of the commencement and termination of the 
corporation ; 

5. By what officers or persons the affairs of the corporation 
are to be conducted, and the times at which they will be elected; 

6. The highest amount of indebtedness to which the cor- 
poration is at any time to subject itself; 

7. Whether private property is to be exempt from corpo- 
rate debts. 


6. When to commence business.—1064. The corpora- 
tion may commence business as soon as the articles are filed in 
the office of the recorder of deeds, and their doings shall be 
valid if the publication in a newspaper is made, and articles 
recorded in the office of the secretary of State within three 
months from such filing in the recorder’s office. 


7. Articles, how amended.—1065. That any of the pro- 
visions of the articles of incorporation may be changed at any 
annual meeting of the stockholders or special meeting called 
for that purpose; but said changes shall not be valid unless 


* See No. 13, Section 1092, p. 108. 


Iowa. 107 


recorded and published as the original articles are required to 
be; and said changes in the articles need only be signed and 
acknowledged by the officers of said corporation. 


8. Dissolution prior to date in articles.—1066. No 
corporation can be dissolved prior to the period fixed in the 
articles of incorporation, except by unanimous consent, unless a 
different rule has been adopted in their articles. 


9. Notice of dissolution.—1067. The same period of 
newspaper publication must precede any such premature disso- 
lution of a corporation as is required at its creation.* 


10. Dissolved corporations to continue for settle- 
ment.—1080. Corporations, whose charters expire by their 
own limitation, or the voluntary act of the stockholders, may, 
nevertheless, continue to act for the purpose of winding up 
their concerns. 


ll. Charters, etc., subject to alteration.—iog0. The 
articles of incorporation, by-laws, rules and regulations of cor- 
porations hereafter organized under the provisions of this title, 
or whose organization may be adopted or amended hereunder, 
shall, at all times, be subject to legislative control, and may be, 
at any time, altered, abridged, or set aside by law, and every 
franchise obtained, used or enjoyed by such corporation, may 
be regulated, withheld, or be subject to conditions imposed upon 
the enjoyment thereof, whenever the General Assembly shall 
deem necessary for the public good. 


Cuap. II. Or CorporaTIons OTHER THAN THOSE FOR 
PECUNIARY PROFIT. 


12. How incorporated. Duration.t—1og1. Associations 
for the establishment of seminaries of learning, churches, 
lyceums, libraries, lodges of odd fellows, or masons, and other 
institutions of a benevolent or charitable character . . . . may 
become incorporated in the manner directed in the preceding 
chapter,{ so far as applicable, and shall thereby become vested 
with all the powers and privileges, and subject to all the liabili- 
ties provided by that chapter, except as herein modified. Cor- 
porations organized under this chapter shall endure for the 

*See No. 13, Section 1092, p. 108. 
¢ Sections 1066 and 1067 provide for the dissolution of corporations for profit. Itis 


an open question whether these sections apply to corporations not for profit. 
} See p. 105. 


ro8 RELIGIOUS CORPORATIONS, 


period of fifty years from and after their organization unless 
sooner dissolved by a vote of three-fourths of all the members 
thereof, or by operation of law, and all corporations heretofore 
organized hereunder shall be extended for a like period unless 
sooner dissolved in like manner. [As amended, Apr. 3, 1888. ] 


13. Articles to be recorded.—1o92. Their articles of in- 
corporation shall be recorded by the recorder of deeds of the 
county where the principal place of business is kept only; but a 
newspaper publication is not requisite. 


Cuap, XL. Laws oF 1874. 
[Amendment to Chap. II, Title IX, Laws, 1873.] 


14. Change of name. Amending articles.—1. Any 
corporation other than those for pecuniary profit may change 
the corporate name thereof, or amend the articles of incorpora- 
tion or the original certificate thereto, by a vote of the majority 
of the members or stockholders of the said corporation in such 
manner as may be provided by the articles of incorporation 
thereof. 


15. Changes, how effected.—z. In case of the body cor- 
porate consisting of the trustees, directors, or managers of any 
benevolent, charitable, literary, scientific, religious, or mis- 
sionary institution under the patronage of any synod, confer- 
ence, association, or other ecclesiastical body in the State, or 
two or more of them, said amendment or change may originate 
with either of the said trustees, directors, or managers, or with 
either of the said patronizing bodies, but such change or amend- 
ment shall not be made without the vote of a majority of each of 
said trustees, directors, or managers, and of each of the said 
patronizing bodies, legally expressed and certified thereto by the 
secretary, clerk, or recording officer of such board of trustees, 
directors, or managers and of each of the patronizing bodies. 


16. Changes, record of.—3. The change or amendment 
of the articles of incorporation shall be recorded by the recorder 
of deeds as the original articles of incorporation are required to 
be, and the recorder shall make upon the margin of such record 
a reference to the book and page of the record of such origina] 
articles of incorporation; and from and after the date of such 
recording such change or amendment, shall be in full force and 
effect as the original articles of incorporation so amended. 


= 


Iowa. 109 


17. Changes, do not affect powers or liabilities.—4. 
The corporation by its new name or with such amended articles 
of incorporation or certificate shall be entitled to all the rights, 
powers, immunities, and franchises that it possessed before such 
change or amendment and shall be liable upon all contracts, 
obligations, liabilities entered into, incurred, or binding on such 
corporation by or under the old name or articles of incorpora- 
tion to the same extent and manner as though no such change 
or amendment had been made. 


CHARITABLE, SCIENTIFIC AND RELIGIOUS ASSOCIATIONS. 


18. How incorporated.—1095. Any three or more per- 
sons of full age, citizens of the United States, a majority of 
whom shall be citizens of this State, who desire to associate 
themselves for benevolent, charitable, scientific, religious or 
missionary purposes, may make, sign, and acknowledge before 
any officer authorized to take the acknowledgments of deeds in 
this State, and have recorded in the office of the recorder of 
the county in which the business of such society is to be con- 
ducted, a certificate in writing, in which shall be stated the 
name or title by which such society shall be known, the par- 
ticular business and objects of such society, the number of trus- 
tees, directors or managers to conduct the same, and name of 
the trustees, directors or managers of such society for the first 
year of its existence, 


19. Certificate to be filed. Powers.—1096. Upon filing 
for record the certificate as aforesaid, the persons who shall 
have signed and acknowledged such certificate, and their asso- 
ciates and successors, shall, by virtue hereof, be a body politic 
and corporate by the name stated in such certificate, and, by 
that, they and their successors shall and may have succession, 
and shall be persons capable of suing and being sued, and may 
have and use a common seal, which they may alter or change 
at pleasure; and they and their successors by their corporate 
names, shall be capable of taking, receiving, purchasing, and 
holding real and personal estate; and of making by-laws for the 
management of its affairs, not inconsistent with law. 


20. Trustees to be elected. Quorum. Ecclesiastical 
body may elect.—1097. The society so incorporated may, an- 
nually, or oftener, elect from its members its trustees, directors or 
managers at such time and place, and in such manner as may 


IIO RELIGIOUS CORPORATIONS. 


be specified in its by-laws, who shall have the control and man 
agement of the affairs and funds of the society, a majority of 
whom shall be a quorum for the transaction of business; and 
whenever any vacancy shall happen among such trustees, direc- 
tors or managers, by death, resignation or neglect to serve, such 
vacancy shall be filled in such manner as shall be provided by 
the by-laws of such society. .... When the body corporate 
consists of the trustees, directors or managers of any benevo- 
lent, charitable, literary, scientific, religious, or missionary in- 
stitution, which is or may be established in this State, and which 
is or may be under the patronage, control, direction, or super- 
vision of any synod, conference, association, or other ecclesias- 
tical body in such State, established agreeably to the laws 
thereof, such ecclesiastical body may nominate and appoint such 
trustees, directors or managers, according to the usages of the 
appointing body, and may fill any vacancy which may occur 
among such trustees, directors, or managers; and when any 
such institution may be under the patronage, control, direction, 
or supervision of two or more such synods, conferences, asso- 
ciations, or other ecclesiastical bodies, such bodies may severally 
nominate and appoint such proportion of such trustees, direc- 
tors or managers as shall be agreed upon by those bodies imme- 
diately concerned. And any vacancy occurring among such 
appointees last named, shall be filled by the synod, conference, 
association, or body having appointed the last incumbent. 


21. Trustees, failure to elect does not dissolve.—t1og9. 
In case an election of trustees, directors, or managers shall not 
be made on the day designated by the by-laws, said society for 
that cause shall not be dissolved, but such election may take 
place on any other day directed by such by-laws. 


22. Name of existing corporation must not be used. 
—1io0o. The provisions of this chapter shall not extend or 
apply to any association or individual who shall, in the certifi- 
cate filed with the recorder, use or specify a name or style the 
same as that of any previously existing incorporated society in 
the county. 


23. Property by bequest. Limit.—1101. Any corpo- 
ration formed under this chapter shall be capable of taking, 
holding, or receiving property by virtue of any devise or be- 
quest contained in any last will or testament of any person what- 
soever ; but no person leaving a wife, child or parent, shall 


Towa. Ill 


devise or bequeath to such institution or corporation more than 
one-fourth of his estate after the payment of his debts, and 
such devise or bequest shall be valid only to the extent of such 
one-fourth. 


24. Existing corporations may reincorporate.—11oz. 
The trustees, directors, or stockholders of any existing benevo- 
lent, charitable, scientific, missionary, or religious corporation, 
may, by conforming to the requirements of section ten hundred 
and ninety-five of this chapter, reincorporate themselves, or 
continue the existing corporate powers, and all the property 
and effects of such existing corporation shall vest in and belong 
to the corporation so reincorporated or continued. 


TirLe XIII. Or RicutTs or PROPERTY. 


Cuap. III. PERPETUITIES AND LAND IN MorrMAIN. 


25. Church organizations may lease granted prop- 
erty.—1921. Church organizations occupying property granted 
to them by the Territory or the State of Iowa, may lease the 
same for business purposes, and occupy other property with 
their church edifice; Provided, That all of the income derived 
from such leased property shall be devoted to maintaining the 
religious exercises and ordinances of the church to which the 
grant was originally made, and to no other purpose; and such 
church and its affairs shall remain in the control of a board of 
trustees, regularly chosen in accordance with its charter; but 
property so leased, shall, in all cases, be subject to taxation the 
same as property of individuals. 

12 


KANSAS. 


CONSTITUTION. Article XII. 
[In effect, Jan. 29, 1861. ] 


1. General laws to be adopted.—1. The Legislature shall 
pass no special act conferring corporate powers. Corporations 
may be created under general laws; but all such laws may be 
amended or repealed. 


2. No individual liability.—2. Dues from corporations 
shall be secured by individual liability; . . . . but such indi- 
vidual liabilities shall not apply to . . . . corporations for re- 
ligious or charitable purposes. 


3. Title vests in trustees.—3. The title to all property 
of religious corporations shall vest in trustees, whose election 
shall be by tne members of such corporations. 


STATUTES, 1889. 
Cuap. XXIII. CorporaTIons. 


[In effect, Oct. 31, 1868.] 


ART. 1. PRELIMINARY PROVISIONS. 


4. Private corporations defined.—1154. Private cor- 
porations are of three kinds: First, Corporations for religion. 
Second, Corporations for charity or benevolence; and, Third, 
Corporations for profit. 


ART. 2. CREATION OF CORPORATIONS. 


5. How incorporated. Members must vote.—1155. 
Private corporations may be created by the voluntary associa- 
tion of five or more persons for the purposes and in the manner 
mentioned in the following sections of this article and amend- 
ments thereof. Every member or stockholder in said corpora- 
tion shall vote in person or by proxy. 


(112) 


KANSAS. 113 


6. Purposes.—1156. The purposes for which private cor- 
porations may be formed are: 

1. The support of public worship. 

2. The support of any benevolent, charitable, educational 
or missionary undertaking. .... 


7. Charter, contents of.—1161. A charter must be pre- 
pared setting forth: /7zrst, The name of the corporation. Sec- 
ond, The purposes for which it is formed. Third. The place 
or places where its business is to be transacted. Fourth. The 
term for which it is to exist. /7fth. The number of its directors 
or trustees, and the names and residences of those who are ap- 
pointed for the first year. 


8. Name. Amendments to charter.—1162. The cor- 
porate name of every corporation hereafter organized (except 
banks and corporations not for pecuniary profit) shall com- 
mence with the word ‘‘the” and end with the word ‘ corpora- 
tion,” ‘‘company,” ‘‘ association,” or ‘‘ society,’’ and shall indi- 
cate by its corporate name the business to be carried on by said 
corporation; and any corporation organized or existing under 
the provisions of this act may, within the limits of this act, 
amend its charter in any of the parts thereof; but in any such 
case such charter shall be so amended only when authorized by 
a two-thirds vote of the stockholders of such corporation at a 
meeting held in conformity with the by-laws thereof; and as so 
amended, such charter shall be subscribed by the directors or 
trustees thereof, and acknowledged by not less than three 
thereof, who shall be citizens of this State, before an officer 
duly authorized to take acknowledgments of deeds, and there- 
‘upon filed and recorded in the same manner and with like effect 
as now provided in cases of original charters under provisions 
of this act. 


9. Charter, to be subscribed and acknowledged.— 
1164. The charter of an intended corporation must be sub- 
scribed by five or more persons, three of whom, at least, must 
be citizens of this State, and must be acknowledged by them, 
before an officer duly authorized to take acknowledgments of 
deeds. 


10. Charter, to be filed. Copy to be evidence.—116s. 
Such charter shall thereupon be filed in the office of the secre- 
tary of State, who shall record the same at length in a book to 
be kept for that purpose, and retain the original on file in his 


14 RELIGIOUS CORPORATIONS. 


office. A copy of the charter, or of the record thereof duly 
certified by the secretary of State, under the great seal of the 
State, shall be evidence of the creation of the corporation. 


11. Date of corporate life.—1166. The existence of the 
corporation shall date from the time of filing the charter, and 
the certificate of the secretary of State shall be evidence of the 
time of such filing. 


ArT. 3. PowrErs AND DuTIEs OF CORPORATIONS. 


12. Powers.—1167. Every corporation, as such, has 
power: 

1. To have succession by its corporate name, for the period 
limited in its charter, and when no period is limited, for twenty 
years. . 

2. To maintain and defend judicial proceedings. 

3. To make and use a common seal, and alter the same at 
pleasure. 

4. To hold, purchase, mortgage or otherwise convey such 
real and personal estate as the purposes of the corporation shall 
require, and also to take, hold and convey such other property, 
real, personal or mixed, as shall be requisite for such corpora- 
tion to acquire, in order to obtain or secure the payment of any 
indebtedness or liability due to or belonging to the corporation. 

5. To appoint and remove such subordinate officers and 
agents as the business of the corporation shall require, and to 
allow them a suitable compensation. 

6. To make by-laws, not inconsistent with existing laws, 
for the management of its property, the regulation of its affairs, 
and for the transfer of its stock. 

7. To enter into any obligation or contract essential to the 
transaction of its ordinary affairs. 

8. To increase or diminish by a vote of its stockholders, 
cast as its by-laws may direct, the number of its directors or 
trustees,* to be not less than three nor more than twenty-four, 
and may, in like manner, change its corporate name, without 
in any wise affecting its rights, privileges or liabilities. [As 
amended, 1872. ] 


13. Rights saved as against repeal.—1168. That all 
acts performed, and rights acquired and obligations incurred by 
corporations, under the authority of said section eleven of the 
act to which this is amendatory, are hereby saved to and 


* See No. 14, Section 1169, and No. 19, Section 1177, pp. 115, 116. 


KANSAS. 115 


against such corporation, notwithstanding the repeal of said 
section eleven. [In effect Mar. 21, 1872.] 


14. Change of name or number of directors, when 
valid.—1169. Such change of name, or number of directors 
or trustees, shall take effect and be in force from the date at 
which the president or secretary of the corporation shall file 
with the secretary of State an affidavit, setting forth the name 
adopted, or the number of directors or trustees fixed, together 
with the date at which such change in name or number of direc- 
tors or trustees was voted by the stockholders of such corpora- 
tion. 


15. Change of name to be published.—1170. When 
the name of a corporation shall have been changed, as provided 
in this article, notice of such change shall be immediately there- 
after published by the president or other chief officer of the 
corporation, for six successive weeks, in some newspaper printed 
and published in the county in which the principal office of the 
corporation is located, and if there be nonewspaper printed and 
published in such county, then in some newspaper having a gen- 
eral circulation therein. 


16. Quorum. Vacancies. Annual elections.—1174. 
A majority of the directors or trustees shall constitute a quo- 
tum, and be competent to fill vacancies in the board and to 
transact all business of the corporation. An annual election 
shall be held for directors or trustees, at such time and place as 
the by-laws of the corporation may require. 


17. Officers, oath of office.—1175. The directors or 
trustees shall choose one of their number president, and shall 
appoint a secretary and treasurerof the corporation. The direc- 
tors or trustees, before entering upon their duties, shall each 
take an oath or affirmation faithfully to discharge the duties 
of his office. 


18. By-laws, how adopted and changed.—1176. 
The directors or trustees may adopt by-laws for the govern- 
ment of the corporation;* but such by-laws may be altered, 
changed or amended by a vote of the stockholders, at an elec- 
tion to be ordered for that purpose by the directors or trustees, 
on the written application of a majority of the stockholders or 
members. 


* See in connection with religious corporations, No. 33, Section 1410, p. 119. 


116 RELIGIOUS CORPORATIONS. 


19. Directors, increase in number.—1177. All corpo- 
tations heretofore created and now in existence under any law 
in (of) this State, are hereby authorized to increase the number 
of directors or trustees of any such corporation. 


20. Failure to elect does not dissolve.—1178. Incase 
it should happen that an election for directors or trustees should 
not be held on the day appointed by the by-laws of any cor- 
poration formed under the provisions of this act, such corpora- 
tion shall not, for that reason, be deemed to be dissolved, but it 
shall be lawful on any other day to hold a meeting and elect its 
directors or trustees in such manner as shall be prescribed by 
the by-laws thereof. 


21. Religious corporations, powers of trustees.—1179. 
The secular affairs of a religious corporation shall be under the 
control of a board of trustees, to be elected by the members of 
such corporation, and the title to all property of any such cor- 
poration shall vest in such trustees. 


22. Duration, how extended.—1182. The duration of 
any corporation may be continued, and its corporate existence 
extended, under and subject to the general laws of this State, 
for successive periods of twenty years, or for such length of 
time as may be stated in its certificate therefor, by the filing 
with the secretary of State, at any time, a certificate of its 
desire and intention to extend its time of existence as aforesaid, 
signed and duly acknowledged before some proper officer, by 
the president and secretary of such Corporation, after being 
authorized by its board of directors or its trustees, and approved 
by two-thirds of its stockholders, in writing, or by a two-thirds 
vote of its stockholders present at a meeting duly and legally 
called and held for that purpose; and thereupon, and from the 
date of the filing of said certificate, the time of the existence 
of such corporation shall be continued and extended for a 
further period of twenty years, or for such period as may be 
- set forth in said certificate, with all the powers, rights, and 
franchises, and subject to all the duties and obligations, of cor- 
porations of its class by the general laws of this State. Pro- 
vided, That nothing herein contained shall be held or construed 
to extend or continue to any corporation organized or existing 
under any special charter or any general or special law of the 
territory of Kansas, any special franchise, privilege, immunity, 
or exemption not possessed by corporations organized under 
the general law; but by accepting or availing itself of the pro- 


KANSAS. 117 


visions of this act, any such corporation shall be deemed and 
held to waive and surrender any and all such special franchises, 
privileges, immunities and exemptions. 


23. Property, limitation upon use of.—1183. No cor- 
poration created under this act shall employ its stock, means, 
assets, or other property, directly or indirectly, for any other 
purpose whatever, than to accomplish the legitimate objects of 
its creation. 


24. Debts of members may be recovered.—1188. All 
bodies corporate may sue for, recover and receive from their 
respective members, all arrears or other debts, dues and other 
demands which now are, or hereafter may be, owing to them, 
in like mode, manner, and form, as they might sue for, recover 
and receive the same from any person who might not be one of 
their body. 


25. General office to be within the State.—r190. 
Every corporation created by or existing under the laws of this 
State shall have and keep a general office for the transaction 
of business, and shall keep such office within this State; and 
shall have at least three of its directors citizens and residents 
meas ptate. . . . . At such general office shall be kept the 
records and books of the corporation. .... 


Art. 4. MISCELLANEOUS PROVISIONS. 


26. Misnomer does not defeat gifts, etc.—1197. Ne 
misnomer of any corporation shall defeat or vitiate any gift, 
grant, conveyance, devise or bequest to the same; nor shall a 
change in the name of a corporation prejudice any person not 
having actual notice thereof. 


27. Lands, how conveyed.—1198. Any corporation 
may convey lands by deeds, sealed with the common seal of the 
corporation, and signed by the president, vice-president, pre- 
siding member or trustee of said corporation; and such deed, 
when acknowledged by such officer to be the act of the corpo- 
tation, or proved in the same manner provided for other con- 
veyances of lands, may be recorded in like manner and with 
the same effect as other deeds. And that all deeds purporting 
to convey real estate, provided by this section, and heretofore 
signed and acknowledged by the vice-president of such corpo- 
tation and sealed as herein stated, shall have the same force 


118 RELIGIOUS CORPORATIONS. 


and effect as if the same had been signed by the president 
thereof. (As amended by laws 1887, Chap. 118, §1; took effect 
March 18, 1887.) 


28. Records to be evidence.—1199. The records of 
any company, incorporated under the provisions of any statute 
in (of) this State, or copies thereof duly authenticated by the 
signature of the president and secretary of such company, 
under the corporate seal thereof, shall be competent evidence 
in any action or proceeding to which such corporation may be 
a party. 


ArT. 5. DissoLUTION oF CoRPORATIONS.* 


29. How ordinarily effected.—1200. A corporation is 
dissolved—first, by the expiration of the time limited in its 
charter, second, by a judgment of dissolution rendered by a 
court of competent jurisdiction. .... 


30. Failure to operate dissolves.—1201. Every cor- 
poration created under this act, or any general law of this State, 
shall commence active operations within five years after filing 
its charter with the secretary of State, and in default thereof 
said corporation shall become and be dissolved. 


31. Directors to be trustees.—1202. Upon the dissolu- 
tion of any corporation already created by or under the laws of 
this State, unless a receiver is appointed by some court of com- 
petent authority, the president and directors, or managers of 
the affairs of the corporation, at the time of its dissolution, by 
whatever name they may be known in law, shall be trustees of 
the creditors and stockholders of such corporation, with full 
power to settle the affairs, collect the outstanding debts, and 
divide the moneys and other property among the stockholders, 
after paying the debts due and owing by such corporation at 
the time of its dissolution, as far as such money and property 
will enable them; and for this purpose they may maintain or 
defend any judicial proceeding. 


32. Trustees, liability of—1203. The trustees men- 
tioned in the last section shall be severally responsible to the 
creditors and stockholders of such corporation, to the extent of 
its property and effects that shall have come into their hands. 


*See No. 20, Section 1178, p. 116. 


Kansas. 119 


ArT. 14. ReEticious CoRPORATIONS. 


33. How incorporated. Trustees cannot interfere 
with spiritual officers.—1410. Any religious society, mili- 
tary or fire company, literary, charitable or benevolent associa- 
tion, other than colleges, universities, academies, or semina- 
Ties, . . . . may by the consent of a majority of its members 
become bodies corporate under this act, by filing the charter 
required by this act, electing directors or trustees, and perform- 
ing the things as are directed in the case of other corporations; 
and when so organized shall have all the powers* and privileges 
and be subject to all the restrictions in this act contained, for 
the objects named in the charter, and shall have the same power 
to make by-laws for the regulation of their affairs as other cor- 
porations, and shall have power to adopt a by-law to reduce 
the number of its directors or trustees to not less than three, 
and to incorporate with that number, and to prescribe their 
term of office and to do and perform all other acts in accord- 
ance with the objects of the said lodges respectively. Such 
directors or trustees shall not usurp or exercise the functions of 
the officers in charge of the spiritual affairs of any society. 


34. Charter, contents of.t—1411. No religious, liter- 
ary, scientific, industrial, benevolent, or other society, associa- 
tion, company, corporation or institution, that does not have a 
capital stock, will be required, in its charter, to make any state- 
ment of the amount of capital stock or amount of each share; 
but such charter, if it contains the other statements therein 
required, and also an estimate of the value of goods, chattels, 
lands, rights, and credits owned by the corporation, will be 
sufficient. 


*See No. 12, Section 1167, p. 114. +See No. 7, Section 1161, p. 113- 


KENTUCKY. 


CONSTITUTION. 
[In effect, Sept. 28, 1891. ] 


1. Cestui que trust. No special charters.—59. The 
General Assembly shall not pass local or special acts concerning 
any of the following subjects, or for any of the following pur- 
poses, namely: 


6. To affect the estate of cestui que trust.*—17. To grant 
a charter to any corporation, or to amend the charter of any 
existing corporation. .... 


2. Constitution.to be accepted.—i90. No corporation 
in existence at the time of the adoption of this Constitution 
shall have the benefit of future legislation without first filing in 
the office of the secretary of State an acceptance of the pro- 
visions of this Constitution. 


3. Limitation upon business and real estate.—1092. 
No corporation shall engage in business other than that ex- 
pressly authorized by its charter, or the law under which it 
may have been or hereafter may be organized, nor shall it hold 
any real estate, except such as may be proper and necessary 
for carrying on its legitimate business, for a longer period than 
five years, under penalty of escheat. 


4. Office and agent obligatory.—194. All corporations 
formed under the laws of this State, shall, at all times, have 
one or more known places of business in this State, and an 
authorized agent or agents there, upon whom process may be 
executed, and the General Assembly shall enact laws to carry 
into effect the provisions of this section. f 


*This applies to the trust clause in some church deeds. 
+ See No. 13, Section 571, p. 122. 


(120) 


KENTUCKY. 121 


STATUTES, 1894.* 
Cuap. XVII. CHARITABLE Uses AND RELIGIOUS SOCIETIES. 


5. Grants valid.—317. All grants, conveyances, devises, 
_ gifts, appointments and assignments heretofore made, or which 
shall be hereafter made, in due form of law, of any lands, ten- 
ements, rents, annuities, profits, hereditaments, goods, chattels, 
money, stock, or choses in action, for the relief or benefit of 
aged or impotent and poor people, . . . . schools of learning, 
seminaries, colleges, . . . . churches, hospitals, orphans, or for 
any other charitable or humane purpose, shall be valid, if the 
grant, conveyance, devise, gift, appointment, orassignment shall 
point out, with reasonable certainty, the purposes of the charity 
and the beneficiaries thereof, except as hereinafter restricted. 


6. Charity not defeated for want of trustee.—318. 
No charity shall be defeated for the want of a trustee or other 
person in whom the title may vest; but courts of equity may 
uphold the same by appointing trustees, if there be none, or 
by taking control of the fund or property, and directing its 
management and settling who is the beneficiary thereof. 


7. Limit upon real estate.—319. No church or society 
of Christians shall be capable of taking or holding the title, 
legal or equitable, to exceeding fifty acres of ground ; but may 
acquire and hold that quantity for the purpose of erecting 
thereon houses of public worship, public instruction, parsonage 
or grave-yard. 


8. Trustees to be appointed by beneficiary.—320. 
The society may, before or after the creation of the charity, 
appoint not exceeding three trustees, who, and their successors, 
shall be vested with the title, legal or equitable, to such prop- 
erty, for the use of such society; shall enter such appoint- 
ment upon its record book, a majority concurring therein, and 
may fill vacancies in like manner. 


9. Trustees, powers.—321. The trustees, or a majority 
of them, may, in their own names, for the use of the society, 
institute and prosecute suits to recover any property, real or 
personal, to which the society has right; and may defend any 
suit that shall be instituted against the trustees or society, for 
er touching its temporalities. 


*The General Laws of Virginia in force 1792, remain in force in Kentucky until 


repealed. 


122 RELIGIOUS CORPORATIONS. 


10. Schism or division, rights of parties.—322. In case 
a schism or division shall take place in a society, the trustees 
shall permit each party to use the church and appurtenances for 
divine worship a part of the time, proportioned to the members 
of each party. The excommunication of one party by the other 
shall not impair such right, except it be done, dona fide, on the 
grounds of immorality. 


11. Dissolution, title, in whom vested.—323. If any so- 
ciety holding lands shall dissolve, the title to such land and 
appurtenances shall vest in the trustees of the county seminary 
in which the land may lie, for the use of such seminary; and if 
there be no such seminary, then in the county court, for the 
benefit of common schools in the county. The provisions of 
this chapter shall not apply to the society called Shakers, who 
shall have the same right to acquire and hold real estate as they 
have had prior to the passage of this law. 


12. Sale of property for reinvestment.—324. It shall 
be competent for the circuit court of the county in which the 
real estate held in the manner mentioned in this chapter is 
situate, to adjudge a sale of the same for the purpose of rein- 
vestment in similar property in the same county, and for the 
same uses, trust and purposes; but such judgment shall only be 
rendered upon petition in equity made by the proper parties, 
setting forth the reasons why such sale would be proper and 
equitable, which may be controverted; and when it shall also 
appear that such sale will not violate any reserved rights or 
qualifications or limitations expressed in the dedication or grant. 


Cuap. XXXII. CorPporaTIONS—PRIVATE. * 
[Act April 5, 1893. ] 
Art. I. GENERAL PROVISIONS. 


13. Office and agent obligatory. Penalty.t—s571. All 
corporations, except foreign insurance companies, formed under 
the laws of this or any other State, and carrying on any business 
in this State, shall at all times have one or more known places 
of business in this State, and an authorized agent or agents 
thereat, upon whom process can be served; and it shall not be 
lawful for any corporation to carry on any business in this 
State, until it shall have filed in the office of the secretary of 


* See No. 18, Sec. 883, p. 124. } See No. 18, Sec. 883, p. 124. 


KENTUCKY. 123 


State a statement, signed by its president or secretary, giving 
the location of its office or offices in this State, and the name or 
names of its agent or agents thereat, upon whom process can 
be served; and when any change is made in the location of its 
office or offices, or in its agent or agents, it shall at once file 
with the secretary of State a statement of such change; and the 
former agent shall remain agent for the purpose of service until 
statement of appointment of the new agent is filed; and if any 
corporation fails to comply with the requirements of this section, 
such corporation, and any agent or employé of such corporation, 
who shall transact, carry on, or conduct any business in this 
State for it, shall be severally guilty of a misdemeanor, and 
fined not less than one hundred nor more than one thousand 
dollars for each offense. 


Art. VIII. Reticious, CHARITABLE AND EDUCATIONAL 
INSTITUTIONS, 


14. How incorporated. Contents of articles.—379. 
Any number of persons may associate to form a corporation, 
society or association, having no capital stock, for religious, 
charitable, educational, or any other lawful purpose, from which 
no private pecuniary profit is to be derived. Such persons shall 
sign articles of incorporation, and the same shall be filed in the 
office of the secretary of State, and recorded in the county 
clerk’s office of the county where the principal place of business 
of the corporation is located. The articles shall set forth the 
name of the proposed corporation, society or association, which 
shall not be the name of any existing corporation, and the object 
for which it is formed, and such other facts as the signers of the 
articles deem proper to mention. 


15. Certificate validates incorporation. Powers. 
Trusts protected.—880. When the articles are filed, and re- 
corded as provided, and certificate of that fact is issued by the 
secretary of State, the signers of the articles, their associates 
and successors, shall be a body corporate and politic, and by the 
name selected shall have the right to sue and be sued, contract 
and be contracted with, have and use a common seal, and alter 
the same at pleasure; and to receive and hold such property, 
real and personal, whether obtained by purchase, gift or devise, 
as may be necessary to carry on or promote the objects of the 
corporation, society or association, and may sell and dispose of 
such property at pleasure, unless the property has been received 


124 RELIGIOUS CORPORATIONS. 


as a gift or devise for some special purpose, and if so received, 
it shall be used and applied only for such purpose. 


16. By-laws. Limitation upon powers.—881. Corpo- 
’ rations, associations or societies organized under this act may 
adopt such rules for their government and operation, not incon- 
sistent with law, as the directors, trustees or managers deem 
proper, but shall not be operated, managed or used for private 
gain, or engage in any plan or scheme of banking or insurance. 


17. Amendments, how effected.—882. Existing corpo- 
rations, associations or societies heretofore incorporated or 
chartered, and not operated, managed or used for private profit, 
and such as may become organized under this act, may, by the 
consent of two-thirds of the directors, managers or trustees, 
amend any part of the charter or articles of incorporation by 
filing and recording the amendment in the manner herein pro- 
vided for filing and recording original articles. 


18. Provisions of general law not applicable, except 
as to agent.—883. Corporations, associations or societies 
organized under this act shall not be subject to any of the laws 
relating to corporations having a capital stock, or organized for 
pecuniary profit, except that requiring an agent on whom pro- 
cess may be executed, but shall at all times be subject to visita- 
tion by the Legislature. * 


*See No. 13, Section 571, p. 122. 


LOUISIANA. 


CONSTITUTION. 
[In effect Dec., 1879.] 


1. Powers of General Assembly.—234. The General 
Assembly shall not remit the forfeiture of the charter of any 
corporation now existing, nor renew, alter or amend the same, 
nor pass any general or special law for the benefit of such cor- 
poration, except upon the condition that such corporation shall 
thereafter hold its charter subject to the provisions of this Con- 
stitution. 


2. Limitation on business and real estate.—237. No 
corporation shall engage in any business other than that ex- 
pressly authorized by its charter or incidental thereto, nor shall 
it take or hold any real estate fora longer period than ten years, 
except such as may be necessary and proper for its legitimate 
business or purposes. 


3. General laws to be enacted.—247. General laws 
shall be enacted providing for the creation of private corpora- 
tions, and shall therein provide fully for the adequate protec- 
tion of the public and uf the individual stockholder. 


REVISED CIVIL CODE, 1888. 
TirLe X. Or CorPORATIONS. 


Cuap. I. Or tHe Nature or CORPORATIONS, OF THEIR USE 
AND KINpDs. 


4. Two classes.—430. Corporations are also divided into 
civil and religious, and this distinction results, as well from the 
quality of the persons who generally compose these kinds of 
corporations, as from the difference of the object of their estab- 
lishment. , 

(125) 


126 RELIGIOUS CORPORATIONS. 


5. Religious corporations defined.—431. Religious 
corporations are those whose establishment relates only to 
religion; such are the congregations of the different religious 
persuasions. 


Cuap. II. Or THE RIGHTS AND PRIVILEGES OF CORPORATIONS, 
AND OF THEIR INCAPACITIES. 


6. Authorization and name.— 432. Corporations must 
not only be authorized by the Legislature, or established accord- 
ing to law, but a name must be given to them: and it is in that 
name they must sue or be sued, and do all their legal acts, 
although a slight alteration in this name be not important. 


7. Powers.—433. This section deals with the powers of 
corporations. See therefore Nos. 18 and 19, Sections 680 and 
681, p. 127. 


8. Succession.—434. The right of succession also is 
inherent to the nature of corporations; so that as long as they 
exist they transmit to their successors, their rights and their 
property. 

The right of electing in the manner prescribed by law, new 
members in the stead of those who have ceased to be members 
of the corporation, is the right impliedly attached to the con- 
stitution of every regularly established corporation. 


9. Estate and power vested only in corporation.— 
436. The estate and rights of a corporation belong so com- 
pletely to the body, that none of the individuals who compose 
it, can dispose of any part of them. 

In this respect the thing belonging to a body, is very 
different from a thing which is common to several individuals, 
as respects the share which every one has in the partnership 
which exists between them. 


10. Right to elect officers.—438. From the circum- 
stance that a corporation is an intellectual being, it follows 
that they cannot personally transact all that they have a right 
legally to do, as has been above observed; wherefore it becomes 
necessary for every corporation to appoint some of their mem- 
bers to whom they may intrust the direction and care of their 
affairs, under the name of mayor, president, syndics, directors 
or others, according to the statutes and qualities of such corpo- 
tation. 


—" 


LovulIsIANA. 127 


ll. Officers, duties and powers.—439. The attorneys 
in fact or officers thus appointed by corporations for the direc- 
tion and care of their affairs, have their respective duties 
pointed out by their nomination, and exercise them according 
to the general regulations and particular statutes of the corpo- 
ration of which they are the heads. 

These attorneys or officers, by contracting, bind the corpo- 
tations to which they belong in such things as do not exceed 
the limits of the administration which is intrusted to them; 
their act is supposed to be the act of the corporation. 

If the powers of such attorneys or officers have not been 
expressly determined, they are regulated in the same manner 
as those of other agents. 


12. Majority rules.—444. In corporations the act of the 
majority is considered as the act of the whole. 


13. Unauthorized corporations must act in name 
of individuals.—446. Corporations unauthorized by law or 
by an act of the Legislature, enjoy no public character, and 
cannot appear in a court of justice, but in the individual name 
of all the members who compose it, and not as a political body; 
although these corporations may acquire and possess estates, 
and have common interests as well as other private societies. 


Cuap. III. Or tue DissoLuTION oF CORPORATIONS. 


14. How dissolved.—447. <A corporation legally estab- 
lished may be dissolved: 

1. By an act of the Legislature, if they deem it necessary 
or convenient to the public interest; Provided, That when the 
act of incorporation imports a contract, on the faith of which 
individuals have advanced money or engaged their property, it 
can not be repealed without providing for the reimbursement 
of the advances made, or making full indemnity to such indi- 
viduals; 

2. By the forfeiture of their charter, when the corporation 
abuses its privileges, or refuses to accomplish the conditions on 
which such privileges were granted, in which case the corpora- 
tion becomes extinct by the effect of the violation of the con- 
ditions of the act of incorporation. 

T3 


128 RELIGIOUS CORPORATIONS. 


REVISED LAWS, 1884. 


[With amendments to 1895. | 


CoRPORATIONS FOR LITERARY, SCIENTIFIC, RELIGIOUS AND 
CHARITABLE PURPOSES. 


15. How incorporated. Contents of act. Approval 
and record.—677. Whenever any number of persons, ex- 
ceeding six, may be desirous of forming themselves into a cor- 
poration or body politic, for any religious, scientific, literary or 
charitable purpose, and to acquire and enjoy the rights, privi- 
leges and powers of a body corporate and politic in law, it shall 
be lawful for such persons to prepare and sign an instrument, 
either in authentic form or under private signature, wherein 
they shall declare and specify the purposes and objects of such 
corporation; the name, style and title thereof; the place chosen 
for its domicile; the manner in which such managers and officers 
are to be chosen; the officer on whom citations may be served, 
and the length of time during which the corporation shall exist 
and continue. The act of incorporation shall be handed to the 
district attorney of the district in which its domicile is fixed, for 
examination as to its legality, and should he be of opinion that 
the purposes and objects of the corporation, as specified in said 
act, are legal, and that none of the provisions therein contained 
are contrary to law, he shall endorse his opinion to that effect 
thereon. ‘The act, together with the opinion of the district at- 
torney, shall then be recorded in the office of the parish 
recorder, or other officer performing the duties of parish re- 
corder, which act, when so recorded, shall constitute the sub- 
scribers to the same, their associates and successors, a body 
politic and corporate, for the purposes and objects declared and 
contained in the act, and they shall have continuance and suc- 


cession by the name, style and title as set forth in the act, a - 


copy of which, duly certified by the officer in whose office the 
same is recorded, shall be full and complete evidence of the 
contents of the original act. 


16. Procedure in case district attorney refuses.— 
678. In case the district attorney shall neglect or refuse to 
give the certificate required by the above section, the applicant 
may take a rule on him in the district court of the parish in 
which it is intended for such corporation to have its domicile, 
to show cause within ten days from the service thereof why the 


LovIsIANA, 129 


applicant should not be created a corporation according to the 
terms and conditions set forth in the act of incorporation, 

Should the district judge be of opinion that the purpose and 
objects of the corporation, as specified in the act, are legal, he 
shall give judgment accordingly, a copy of which judgment 
shall be recorded with the act in the office of the recorder of 
mortgages, or other officer exercising his duties, in lieu of the 
certificate of the district attorney. 


17. Amendments, how made.—679. When any corpo- 
tation may be desirous of improving, amending or altering the 
articles and conditions upon which the corporation may be 
incorporated, it shall be lawful for such corporation in like 
manner to draw up an act specifying and containing the altera- 
tions, improvements or amendments which they desire to make 
to the original act of incorporation, which act shall be handed 
to the district attorney for his opinion as to the legality of the 
alterations, amendments or improvements proposed, and he 
shall give his opinion touching the legality of the same; and in 
case of the refusal or neglect of the district attorney to give 
the certificate required, the parties may take rule on him to 
show cause, as provided in the preceding section, which certifi- 
cate of the district attorney or opinion of the judge shall be 
recorded in the manner and form required above. 


18. Powers.—680. Such corporation shall have full 
power and authority to make, have and use a common seal, 
with such device and inscription as they respectively deem 
proper, and the same to break, alter and amend at their pleas- 
ure, and by the name, style and title by them respectively pro- 
vided and declared, as aforesaid, shall be capable in law to sue 
and be sued, and shall be authorized and empowered to make 
tules, by-laws, and ordinances, and to do everything needful 
for their good government and support not repugnant to the 
constitution and laws of the United States, to the constitution 
and laws of this State, or to the instrument upon which the 
corporations respectively are formed and established. 


19. Additional powers.—681. Said corporations shall 
be capable in law, according to the terms and conditions upon 
which such corporations are formed and established, to take, 
receive and hold all manner of land, tenement, rents and here- 
ditaments, and any sum of money, and any manner and por- 
tion of goods and chattels, given and bequeathed unto them or 


130 RELIGIOUS CORPORATIONS. 


acquired by them in any manner respectively; to be employed 
and disposed of according to the objects, articles and conditions 
of the instrument upon which the corporations respectively are 
formed and established, or according to their articles and by- 
laws, or of the will and intention of the donors. 


20. Limit of value upon property. Bequests in 
articulo mortis.—682. No corporation, organized by au- 
thority of this act shall hold property of a value exceeding 
three hundred thousand dollars; Provided, That this restriction 
shall not apply to corporations organized for the purpose of 
receiving donations of property for scientific, literary or educa- 
tional purposes. No church corporation, or minister of the 
gospel, for himself or the benefit of a church corporation, shall 
be allowed to accept a bequest made zz articulo mortts. 


ALTERATIONS OF CHARTERS AND By-Laws. 


[Act of July 11, 1888.] 


21. Alterations lawful.—:. It shall be lawful for any 
church, congregation, or religious or charitable corporation, 
incorporated by special act, of the General Assembly of the 
State of Louisiana, or territory of Orleans, to change, alter or 
amend its name, to change the number of officers, directors, 
trustees, vestrymen, wardens and employés designated in its 
charter, to change the time and manner of choosing such offi- 
cers, directors, trustees, vestrymen, wardens and employés 
to determine the number or proportion of such directors, trus- 
tees or vestrymen necessary toconstitute a quorum for the trans- 
action of business, and to give them authority to make and alter 
by-laws and regulations for the government of the corporation; 
to change, fix, determine and declare the powers, duties and 
privileges of the president, rector, pastor, or other person at 
the head of such corporation, and in general to make any 
change or alteration in its charter not in conflict with the con- 
stitution and laws of the State of Louisiana; Provided, Such 
ehanges or alterations may be made in the manner and under 
the terms and conditions set forth in this act. 


22. Alterations, how effected.—2z. That whenever one- 
fourth or more of the members of any such congregation or 
corporation shall desire to change the name thereof, or to make 
any change or alteration as mentioned above, or to change, 
alter or amend the charter of said corporation, they shall pre- 
pare a written or printed statement, embodying the changes 


a eS a 


LoulIsIANA. 131 


and alterations, which they desire to make, and shall cause a 
copy of such statement to be posted in the meeting-house or 
meeting room of said church, congregation or corporation, 
together with a notice calling upon the members thereof to 
assemble in said house, or room, at a time to be fixed in said 
notice, for the purpose of considering and acting upon said pro- 
posed changes, amendments and alterations; that this state- 
ment and notice shall be posted at least thirty days prior to the 
date fixed in said notice, and shall remain posted until the time 
named therein, and attention shall be called thereto by the offi- 
cer presiding at one or more meetings during the period that 
said notice remains posted; that at the time fixed in said notice 
the members of such church, congregation or corporation shall 
assemble in said room, or house, to act upon said proposed 
changes and amendments; that such members shall be entitled 
to act at said meeting in person or by proxy, and the vote shall 
be taken on each proposed change or amendment separately; 
that any proposed change or amendment which shall fail to 
receive the affirmative votes of two-thirds of the members 
present and represented, shall be considered as rejected; that 
all such proposed changes and amendments as may receive the 
affirmative votes of two-thirds or more of the members present 
and represented shall be submitted to the district attorney of 
the parish, in which the said church, congregation or corpora- 
tion is domiciled, for examination as to their legality; that 
should said district attorney be of opinion that the changes and 
alterations, as proposed, are legal, and that none of the pro- 
visions therein contained are contrary to law, he shall endorse 
his opinion to that effect thereon, two of the officers of said 
congregation or corporation shall, by act before a notary pub- 
lic, under oath, make a full statement and declaration, show- 
ing all the acts and doings of such church, congregation, or 
corporation in the premises, containing a copy of the endorse- 
ment of the district attorney and concluding with a copy of the 
charter of such corporation as amended; that said act shall 
be recorded in the office of the parish recorder, or other officer 
performing the duty of parish recorder, and that when such 
record has been made, the amended charter, as contained in 
said act, shall constitute, and shall be taken and deemed as the 
charter of said corporation. 


23. Procedure when district attorney refuses.—3. 
In case the district attorney shall neglect or refuse to give the 


132 RELIGIOUS CORPORATIONS. 


certificate required by the foregoing section the representatives 
of said corporation may take a rule on him in the district court 
of the parish in which such corporation has its domicile, to show 
cause within ten days from the service thereof why the charter 
of such corporation should not be amended as proposed. Should 
the district judge be of opinion that the proposed amendments 
are legal, he shall give judgment accordingly, and in lieu of the 
certificate of the district attorney a copy of said judgment shall 
be set forth in the act to be passed and recorded as provided in 
the foregoing section. 


MAINE. 


CONSTITUTION—IV. Part 3. 
[In effect Dec. 6, 1819. ] 


1. General laws to be enacted. Exceptions.—14. Cor- 
porations shall be formed under general laws, and shall not be 
created by special acts of the Legislature, except for municipal 
purposes, and in cases where the objects of the corporation can- 
not otherwise be attained; and, however formed, they shall for- 
ever be subject to the general laws of the State. 


REVISED STATUTES, 1884. 
[With Additions to 1895.] 
Tirte I, Cuap. I. Rutes or CONSTRUCTION. 


2. Acts of incorporation are public acts. Time-limit 
for organization.—26. Acts of incorporation shall be regarded 
in legal proceedings as public acts, and be in force on the date 
of their approval. All acts of incorporation granted since Feb- 
tuary fifteen, eighteen hundred and seventy-one, become null 
and void in four years from the day when the same take effect, 
unless such corporations shall have organized and commenced 
actual business under their charters. 


Tirte II. Cuap. XII. ParisHes AND RELIGIOUS SOCIETIES. 


3. Mode of calling a meeting to incorporate.—1. Any 
persons of lawful age, desirous of becoming an incorporated 
parish or religious society, may apply to a justice of the peace, 
who shall issue his warrant to one of them, directing him to 
notify the other applicants to meet at some proper place ex- 
pressed in such warrant; and he shall give notice of such meet- 
ing seven days at least before holding the same, by posting a 
notification thereof on the outer door of the meeting-house or 
place of public worship of such society, if any, otherwise at such 
place as the justice appoints. 

(133) 


134 RELIGIOUS CORPORATIONS. 


4. Election of officers incorporates. Name.—z. Such 
persons so assembled may choose a clerk and other needful 
parish officers, and shall thereupon be a corporation, bear the 
name which they assume, and have all the powers of parishes 
and religious societies. 


5. Powers. Limitation upon property. By-laws.—3. 
Every parish may take by gift or purchase any real or personal 
estate, until the clear annual income thereof amounts to three 
thousand dollars; convey the same, and establish by-laws not 
repugnant to law. 


6. Meetings, how called. Officers. Assessors.—4. 
The annual or other meetings of such parish may be called by 
its assessors, or clerk, to be held at the time when, and place in 
the town where, they are usually held; they shall be notified as 
prescribed in section one, or in the manner agreed on by its 
vote; and at such meeting, they may choose a clerk, who shall 
be sworn, two or more assessors, a collector, treasurer, standing 
committee, and all other needful officers. The assessors shall 
manage the prudential concerns of the parish, when no other 
persons are appointed for that purpose, and shall be sworn. 


7. Powers of moderator of meeting.—5. The moder- 
ator of any meeting shall preserve order, manage the business, 
and administer the oath to the clerk and assessors. 


8. When meetings may be called.—6. When five 
members of any parish in writing request the assessors to call a 
meeting, or to insert any particular article in the warrant there- 
for, they shall do so. 


9. Procedure in case assessors refuse.—7. If they 
unreasonably refuse, any justice of the peace on like application 
may issue his warrant to one of the applicants, who shall notify 
such meeting as prescribed in section one, or as agreed on by 
parish vote. 


10. When no meeting for three years.—8. When there 
has been no meeting of such parish or society for three years, a 
meeting may be called as provided in section thirty-four. 


11. For what purposes may raise money. Assess- 
ments collectible.—9. Every parish, at a legal meeting, may 
raise money for the support of the public ministry of religion, 
for building, repairing, or removing houses of public worship, 


a 


—_ 


—— eo = 


MAINE. 135 
and for other necessary parish charges; and it may be assessed 
and collected like State taxes. 


12. Assessments may be levied on pews.—1o. When 
a house of public worship belongs to a parish, or it and the fee 
of the land, on which it stands, is vested in trustees for the use 
of a parish, such parish may assess any money raised as afore- 
said, wholly or partly, on the pews or seats, whether owned by 
members of such parish or religious society or not; and the 
owners may be present and vote in raising such money. 


13. Payment enforced by sale of pews.—11. When 
taxes on pews and seats remain unpaid for six months after 
their assessment, the treasurer shall sell them at auction, first 
posting notice thereof at the principal outer door of such house’ 
of worship, three weeks before the time of sale, stating the 
numbers, if any, of the pews or seats and the amount of tax on 
each; and shall execute and deliver a deed thereof to the pur- 
chaser, and pay to the owner the overplus, after deducting the 
amount of tax and incidental charges. 


14. Effect when pew owner gives notice of inten- 
tion not to occupy pew.—12. Whenever a parish or church 
Taises its current expenses by assessment on its pews, any pew 
owner therein who shall not occupy his pew, either by himself 
or family, or rent the same, may give a written notice to the 
clerk of the parish or church, or to the parish committee or 
assessors, of his intention not to occupy said pew for one year 
following the next annual meeting of said parish or church, in 
which case said pew owner shall not be liable for any tax 
assessed on said pew during said year, neither shall he act and 
vote at said annual meeting, unless he retain a pew for the 
occupancy of himself and family, and the parish or church may 
let said pew during said year, and appropriate the rent to the 
current expenses of the parish or church, and said parish or 
church shall not sell said pew for taxes assessed during that 
year. 


15. Insurance may be secured. Application of.— 
13. A parish in the actual occupancy of a church, meeting- 
house, or other building used for religious purposes may insure 
it against loss by fire. And in case of such loss, the company 
insuring shall not deny the occupancy of the parish, its legal 
existence, or its right to maintain an action on the policy. 


136 RELIGIOUS CORPORATIONS. 


The money so recovered shall be held by the parish in trust 
for repairing or restoring the building, and shall be so applied. 


16. Admission to parish.—14. A person of either sex, 
of lawful age, may become a member of a parish or religious 
society by vote thereof at a legal meeting. 


17. Persons to be deemed members.—15. Any such 
person residing in a local parish holding funds derived from 
this State or Massachusetts, shall be deemed a member of it 
until he dissolves the connection; such person having resided 
in such parish one year, after he has arrived at majority, with- 
out either giving written notice to its clerk of his consent to be 
a member thereof, or paying a tax or subscription according to 
the mode that said parish has adopted to raise money, shall be 
deemed to have thereby dissolved his connection therewith; 
and said connection shall remain dissolved, and such person 
shall not be taxable until he renews the connection by giving 
written notice to its clerk of his consent to be a member of said 
parish; any person residing in a local parish may become a 
member of such parish not deriving funds from the State, by 
giving written notice to its clerk of his intention to do so within 
one year after he is of age or removes thereto. 


18. No person compelled to belong to a parish. 
Withdrawal.—16. No such person shall be a member of a 
parish or religious society without his consent; and any person 
may dissolve his connection therewith by leaving with its clerk 
a certificate of his intention to do so; and all his liability for 
future expenses shall thereby cease; but he may be taxed for 
money previously raised, except in case of removal from a local 
parish. 


19. Voters at parish meetings.—17. No such person 
shall vote in meetings of any territorial parish who is not the 
owner or occupant of a pew in its house of worship, or a con- 
tributor to its support. 


20. Deacons of churches are corporations.—19. The 
church wardens of Episcopal churches, the stewards or trus- 
tees of the Methodist Episcopal church, and the deacons of all 
other Protestant churches, are so far corporations as to take, in 
succession, all grants and gifts of real and personal estate, made 
to their churches, or to them and their successors; and if 
the ministers, elders or vestry are joined with them in such 


Maine. 137 


grants or gifts, the two classes of officers shall be corporations 
for that purpose. Such corporations may organize as corpora- 
tions, and make such contracts in relation to such estate, its 
improvement or disposal, as they may be authorized under the 
tules of their church, or instructed by the church or society for 
which they hold such estate in trust to make, which contracts 
may be enforced by or against them, as in other cases ; Pro- 
vided, however, that no disposal of such estate shall be made, 
inconsistent with the terms of the grant by which it is held. 


21. Ministers and officers, powers of. Limitation. 
—z20. The ministers of a parish or religious society, and the 
deacons, elders, trustees, stewards and other presiding officers 
of a religious society or church, having by its usages, no settled 
minister, may take, in succession, any estate granted to the 
minister and his successors, or for the use of the ministry, or 
poor of the church ; and may prosecute and defend all suits 
Tespecting it; but they shall not so take while the clear annual 
income of prior grants is three thousand dollars. 


22. Power to convey certain church estate limited. 
—2z1. Noconveyance of such estate bya minister shall be valid 
longer than he is in the ministry; or by such deacons or other 
officers, longer than they are in office, if made by them without 
consent of the church, or by church wardens without the con- 
sent of the vestry. 


23. Records open to inspection.—z2. The records of 
a parish shall be open to the inspection of its members and to 
clerks of other parishes; and each clerk shall furnish attested 
copies thereof, on request, for a reasonable compensation. 


24. Treasurer may be appointed collector, and 
allow discount.—23. When a parish or religious society law- 
fully raises money by taxation, it may appoint its treasurer a 
collector of taxes, who shall have the same powers of a town 
treasurer who is collector; and it may allow a similar discount 
on taxes paid within the time fixed by it at a legal meeting, and 
the treasurer shall give like public notice thereof; and all other 
taxes shall be collected by him as town taxes are. When such 
treasurer and collector is qualified, the assessors shall deposit 
with him a list of the taxes with their warrant for their collec- 
tion. 


138 RELIGIOUS CORPORATIONS. 


MEETING-HOUSES. 


25. How parish may become owner of pews.—25. 
When it is deemed expedient by any organized parish to 
become the owner of the pews in any meeting-house used 
by itas a place of regular worship,a meeting of the owners 
and occupants thereof may be called as provided in section 
six, and a majority of such pew owners and occupants may 
vote to convey the pews by them owned or occupied, to such 
parish. 


26. Appraisal of pews in case of dissent.—26. Any 
owner or occupant of a pew in such meeting-house who ex- 
presses his dissent from such vote in writing to the parish clerk 
within one month from such meeting shall have his pew ap- 
praised as provided in section twenty-nine, and the appraised 
value shall be tendered to him, and he shall then deliver a deed 
of such pew to the parish. If such dissent is not expressed, 
said pew is forever forfeited to the parish. 


27. Persons may incorporate to hold a meeting- 
house.—27. Any persons for the purpose of erecting a meet- 
ing-house, or the majority in interest of the owners of a meet- 
ing-house, not a parish, may incorporate themselves as parishes 
may; and choose all officers and do all other acts that a parish 
may lawfully do. 


28. Owners may repair or dispose of meeting- 
houses.—28. <A majority of the pew owners or proprietors of 
a meeting-house, present at a legal meeting called for that pur- 
pose, may repair, remodel, or sell and convey their house or the 
land used with it, or remove or rebuild it. Any meeting re- 
lating thereto may be called as provided in section thirty-one; 
or by publishing the warrant in a newspaper printed in the 
county, at least fourteen days before the meeting. 


29. Appraisal and disposal of pews. Proceeds of 
sale. Taxes and agents.—2z9. Before such alteration or sale 
is made, an appraisal of the relative value of the pews shall be 
made by three discreet persons, under oath, to be elected by 
ballot at a legal meeting of said owners or proprietors. Ifa 
sale of said house and land is made, it may be private or pub- 
lic, as such meeting determines, and the proceeds shall be ap- 
plied to pay the expenses of said sale and the debts and just 
claims against the property; and the balance shall be paid to 


MAINE. 139 


the pew owners or proprietors, in proportion to their interest 
by the appraisal. 

If the meeting house is altered or rebuilt, the appraisers, 
after the work is completed, shall assign pews to the former 
pew holders, to conform as nearly as practicable to those for- 
merly held by them; and the other pews may be sold to defray 
the expenses of the repairs and alterations, or to be otherwise 
disposed of as the proprietors or pew ownersdetermine. They 
may choose officers, raise and assess taxes on the pews, col- 
lect them for making such repairs and alterations, do all 
things that a parish may do, and appoint some suitable agent 
or agents to make such sale and conveyance, or repairs and 
alterations, and a treasurer or trustees to receive and distribute 
the proceeds of sale in manner aforesaid. 


30. Proprietors dissenting entitled to their interest. 
—30. When it is decided to repair, remodel, or rebuild a meet- 
ing-house, any owner or proprietor dissenting from the action 
of the majority and declining to take an interest in the house 
as altered, may demand and receive of such majority the ap- 
praised value of his interest, after deducting his proportion of 
debts against the property, to be recovered in an action for 
money had and received; which shall not be commenced until 
thirty days after such demand, nor after the lapse of a year 
after such notice is posted for three successive weeks on the 
meeting-house door and some other conspicuous place in its 
precinct, stating the persons to whom the money is to be paid, 
the amount payable to each, and the time limited for payment. 
If said sums are not demanded within said time, they are for- 
feited to the majority for parish uses. But this section does 
not apply to any case where the repairs decided upon are only 
such as are necessary to keep such meeting-house in a tenant- 
able condition. 


31. Owners of meeting-houses and pews may incor- 
porate.—31. The owners of a meeting-house or building for 
public worship, and the pew owners, may be incorporated, when 
any three or more of them apply therefor to a justice of the 
peace, who shall issue his warrant to one of them, stating the 
time, place and purpose of the meeting, and directing him to 
notify said owners by posting a certified copy of it fourteen 
days on the principal outer door of such building and in one or 
more other public places in the same town. 


140 RELIGIOUS CORPORATIONS. 


32. Election of officers incorporates. Name.—3z. 
When so assembled, they may choose a moderator and clerk, 
who shall perform the usual duties of such officers; and there- 
upon said owners shall be a corporation, and be known by such 
name as they adopt, and they may agree on the mode of calling 
future meetings. 


33. Rights and powers.—33. Such corporation, by a 
major vote of its members, may use and control its meeting- 
house or building for public worship partly or wholly owned by 
them, as they please; but nothing in this and the two preced- 
ing sections shall affect the rights of owners of houses of wor- 
ship, built by different religious denominations. 


34. Meetings of owners, how called.—34. When there 
has been no meeting of the incorporated pew owners, or proprie- 
tors or owners of a meeting-house, or building for public wor- 
ship, for three years, a meeting may be called on application of 
three or more members thereof to a justice of the peace, who 
shall issue his warrant to one of them, stating the time, place 
and purposes of the meeting, directing him to notify such meet- 
ing by posting a certified copy of said warrant, three weeks 
before the time of meeting, on the principal outer door of such 
building, and in one or more public places in the same town, 
and publishing it in a newspaper published in the county, if 
any, otherwise in an adjoining county, or in the State paper. 


35. Division of time, different denominations may 
obtain.—35. Whena house of public worship is owned by per- 
sons of different denominations, and when an organized society, 
or its members, own five pews therein, one or more of the 
minority owning not less than five pews may apply to a justice 
of the peace and quorum to obtain a division of the time of 
occupying the house; and he shall call a meeting of the own- 
ers by posting a notice in a public place in or about the house, 
thirty days at least before the meeting, stating the time, place 
and object thereof. 


36. Division of time, procedure to obtain.—36. At 
such meeting, the owners, who are not applicants, or if they 
refuse or neglect, the justice who called the meeting, may des- 
ignate another justice, and the two may appoint a third disinter- 
ested person, not an inhabitant of the town in which the house 
is located, or belonging to the denomination of either party 


MAINE. I4I 


interested; and the three shall be a board, before which the 
owners may exhibit the amount that they own in the house; the 
minority, owning at least five pews, shall have their part allotted 
to them, as nearly as may be, in proportion to the amount that 
they own in the house; and the board shall designate which 
weeks in each year, the minority, if they please, may occupy 
the house; if they do not, the majority may occupy it. 


37. Division, proportion of minority to be appraised. 
—37. The board shall appraise the value of the minority’s 
proportion of the house, make a record of their proceedings, 
and within ten days cause it to be transcribed into the records 
of such town. 


38. Division, expenses, how paid.—38. All their rea- 
sonable expenses shall be paid by the persons who requested 
the division; but the above provisions shall not affect any 
agreement now in force as to the mode of occupying such 
house. 


39. Division, minority may occupy their proportion. 
—39. The minority may occupy the house for their allotted 
time, unless the majority purchase their interest, by paying the 
minority the sum at which it was appraised by the board; but 
if the minority decline so to sell, they shall not avail themselves 
of the four preceding sections. 


TitTLE ITV. CorporaTIONs OF Various KINDs. 


CuHap. 46. CoRPORATIONS.* 


40. Chapter 46 applies to all corporations.—1. This 
chapter applies to all corporations organized by special acts of 
the Legislature or under the general laws of the State, except so 
far as it is inconsistent with such special acts or with public 
statutes, concerning particular classes of corporations. 


41. Powers.—z. Corporations may sue and be sued, 
plead and be impleaded, in their corporate name; have a com- 
mon seal alterable at pleasure; elect all necessary officers; pre- 
scribe their duties and fix their compensation; make by-laws 
consistent with the laws of the State and their charters; and 
hold and convey lands and other property. 


*The omitted sections either substantially duplicate the provisions found elsewhere, 
or else apply only to corporations having a capital stock, 


142 RELIGIOUS CORPORATIONS, 


42. By-laws, contents of.—6. Corporations may deter- 
mine by their by-laws, the manner of calling and conducting 
meetings; the number of members that constitute a quorum; 

. the tenure of the several officers; .... and may en- 
force such by-laws by penalties not exceeding twenty dollars, 


43. Officers hold over until successors are elected. 
Majority of members may object to irregular election. 
—8. When a corporation fails to hold its annual meeting on 
the day appointed, the officers of the preceding year continue 
in the exercise of their duties, and their acts are legal, until 
other officers are chosen and qualified in their stead. When, 
upon due notice given, officers are regularly elected on any 
other day than that of the annual meeting, they shall hold their 
offices and perform their duties as if chosen on that day, unless 
a majority of the corporate members file with the clerk, within 
six months after such election, written objections thereto, and 
their acts shall be considered legal, until others are chosen and 
qualified in their stead. 


44. Special meeting for election of officers, provi- 
sions.— 9. When such a notice is filed, the clerk shall calla 
meeting of the corporation, at such time and place as he 
appoints, and give the notice required for an annual meeting, 
stating in it the fact that objections have been filed, and the 
purpose of the meeting; and officers elected at such meeting 
shall hold their offices, and their acts shall be considered legal, 
until other officers are chosen and qualified in their stead. 


45. Clerk of corporation to file certificate of his 
election.—i11. The clerk of a corporation, within twenty days 
after acceptance of the office, shall file a certificate of his elec- 
tion in the registry of deeds in the district where the corpora- 
tion is established, or where it has a place of business, or a 
general agent; and an attested copy of such certificate shall be 
sufficient evidence that he is clerk, for service of process upon 
the corporation, until another certificate has been filed. 


46. Existence of dissolved corporations extended for 
three years.*—24. Corporations, whose charteis expire or 
are otherwise terminated, have a corporate existence for three 


* The sections providing for dissolution are Nos. 25 to 29 and 54, and appear to apply 
only to corporations having a capital stock. 


Pr 


MaIneE. 143 


years thereafter; to prosecute and defend suits; to settle and 
close their concerns; to dispose of their property; and to divide 
their capitals. 


TitLE ITV. Cuap. LV. LiIsBRARIES AND CHARITABLE SOCIETIES. 


47. Meeting for incorporation, how called.—1. When 
seven or more persons desire to be incorporated. .... for 
any moral, religious or benevolent purpose, they may apply in 
writing to any justice of the peace in the county, who may issue 
his warrant directed to one of said applicants, requiring him to 
calla meeting thereof at such time and place as the justice 


appoints. 


48. Notice of the meeting, how given.—2. The justice 
may call it, by reading the warrant in the presence and hearing 
of each, or by leaving an attested copy thereof at his last and 
usual place of abode, at least fourteen days before the day of 
meeting, or by publishing an attested copy thereof in some 
newspaper printed in said county, for two weeks successively, 
the first publication to be at least fourteen days before the day 
of meeting. 


49. Manner of organizing.—3. Whenassembled pursu- 
ant to the warrant, they may organize themselves into a corpo- 
ration, adopt a corporate name, and they, their associates and 
successors may have continual succession; have a common seal; 
elect all necessary officers; adopt by-laws not inconsistent with 
law, and enforce the same by suitable penalties; have the same 
rights and be under the same liabilities, as other corporations, 
in prosecuting and defending suits at law; and enjoy all other 
rights, privileges, and immunities, of a legal corporation. 


50. What estate may be held. Purposes.—4. Such 
corporation may take and hold by purchase, gift, devise, or 
bequest, personal or real estate, in all not exceeding in value 
one hundred thousand dollars, owned at any one time, and may 
use and dispose thereof only for the purposes for which the 
corporation was organized. 


51. Charitable corporations not to sue members or 
be sued by them.—s. No corporation, organized for chari- 
table or benevolent purposes, shall sue any of its members for 
dues or contributions of any kind, or be sued by any member 

14 


for any benefit or sum due him, but all such rights and benefits, 
dues and liabilities, shall be regulated and enforced only in 
accordance with its by-laws. 


144 RELIGIOUS CORPORATIONS. 


MINISTERIAL AND ScHooL LANDSs. 


52. Sections 40 to 54, chap. xii, title ii, relate to Ministe- 
tial and School Lands and funds arising therefrom. 


ParTICULAR DENOMINATIONS.: 


53. The bishop of the Protestant Episcopal Church in 
the Diocese of Maine has been declared to be a corporation sole. 
See Acts of 1893, chap. 534. Chap. xii, Sec. 24, makes the 
overseers of Quaker societies to be trustees. 


CuurcH Property Havinc no LEGAL CUSTODIAN. 


[Act of March 12, 1895. | 


54. How disposed of.—Where any property in this State 
dedicated and ordained for pious uses, has no proper or legal 
custodian, so that it is becoming wasted and the utility thereof 
is lost, upon the application of any person or religious society 
interested in having such property preserved and applied to 
the uses for which it was originally intended, the attorney gen- 
eral shall file a bill in equity, in the nature of an information, 
against such property and all persons interested therein, pray- 
ing for the appointment of trustees to care for such property 
and for the proper application and disposition thereof, and the 
court may order such notice as seems proper, and may appoint 
receivers or trustees therefor, and upon final decree, may order 
the care, custody, sale, application or disposal of such property 
as will best serve the purposes for which it was originally 
intended. The court may convey or transfer such property to 
any religious body to be held and applied for the purposes of 
such trust as the court may declare; and it shall have full 
power to treat, care for and dispose of the same in furtherance 
of such pious uses as may seem best suited to the case and sit- 
uation. 


MARYLAND. 


CONSTITUTION. 
[In effect, Oct. 5, 1867.] 
DECLARATION OF RIGHTS. 


1. Sanction of Legislature must be secured, except 
for five acres.—38. That every gift, sale, or devise of land, 
to any minister, public teacher or preacher of the Gospel, as 
such, or to any religious sect, order or denomination, or to, or 
for the support, use or benefit of, or in trust for, any minister, 
public teacher, or preacher of the Gospel, as such, or any re- 
ligious sect, order or denomination; and every gift or sale of 
goods, or chattels, to go in succession, or to take place after 
the death of the seller or donor, to or for such support, use or 
benefit; and also every devise of goods and chattels to or for 
the support, use or benefit of any minister, public teacher or 
preacher of the Gospel, as such, or any religious sect, order or 
denomination without the prior, or subsequent, sanction of the 
Legislature, shall be void; except always, any sale, gift, lease, 
or devise of any quantity of land, not exceeding five acres, for 
a church, meeting-house, or other house of worship, or parson- 
age, or for a burying ground, which shall be improved, enjoyed, 
or used only for such purpose; or such sale, gift, lease or de- 
vise shall be void. 


Arrticte III. 


2. General laws to be enacted. Charters repeal- 
able.—48. Corporations may be formed under general laws, 
but shall not be created by special act, except for municipal 
purposes and except in cases where no general law exists, pro- 
viding for the creation of corporations of thesame general char- 
acter as the corporation proposed to be created, and any act of 
incorporation passed in violation of this section shall be void; 
all charters granted or adopted in pursuance of this section, 
‘and all charters heretofore granted and created subject to re- 
peal or modification, may be altered from time to time, or be 


repealed, ne 


146 RELIGIOUS CORPORATIONS. 


STATUTES. 


Art. XXIII. Corporations.* 


MISCELLANEOUS PROVISIONS. 


3. Deeds may be acknowledged by attorney.— 
1. Any corporation may acknowledge any deed which such 
corporation has the power to make, by attorney appointed by 
such corporation, under the seal thereof, and such appointment 
may be embodied in the deed. 


4. Majority of board validates acts.—3. When the 
corporate powers of any corporation incorporated under the 
laws of this State, are directed by its charter or certificate of 
incorporation to be exercised by any particular body, or number 
of persons, a majority of such body of persons, if it be not 
otherwise provided in the charter or certificate of incorporation, 
shall be a sufficient number to form a board for the transaction 
of business, and every decision of a majority of the persons 
duly assembled as a board, shall be valid as a corporate act. 


5. Copy of by-law to be evidence.—4. A copy of any 
by-law of any corporation incorporated under the laws of this 
State, under its seal and purporting to be signed by the presi- 
dent, secretary or treasurer of the corporation, shall be received 
as prima facte evidence of such by-law in the courts of this 
State. 


6. Records. Annual statement.—s5. The president 
and directors of every corporation shall keep full, fair and cor- 
rect accounts of their transactions, which shall be open at all 
times to the inspection of the stockholders or members; and 
they shall annually prepare a full and true statement of the 
affairs of the corporation, which shall be certified to by the 
president and secretary and submitted at the annual meeting 
of the stockholders or members. 


PROVISIONS FOR THE FORMATION OF CORPORATIONS. 


7. Who may incorporate. Purposes.—14. Corpora- 
tions may be formed in this State, under the provisions herein- 
after set forth, by any five or more persons, citizens of the 
United States, and a majority of them citizens of this State, or 
if unnaturalized, residents of this State, making oath that they. 
bona fide intend to become citizens of the United States with- 


*The omitted sections relate mainly to corporations for profit. 


gal 


MARYLAND. 147 


out unreasonable delay, who may desire to form a body corpo- 
tate or politic, for any of the following purposes: 

Class 1. For the creation and maintenance of educational, 
moral, scientific, literary, dramatic, musical, social, benevolent 
or beneficial societies or associations of all descriptions; of 
religious or charitable societies or associations, .... ; Pro- 
vided, such corporations are located in this State, and that the 
property which they possess or acquire is located therein. 


8. Trustees are corporators.—4o. The president and 
directors, or trustees or managers, for the time being, of any 
corporation of any of the descriptions mentioned in class one, 
that has been or may be formed under any general or special 
law of this State, for any educational, literary, sanitary, chari- 
table, benevolent or other purpose in said class one, shall, for 
the purpose of maintaining due succession in such corporation, 
be accounted to be corporators and members of such corpora- 
tion. 


GENERAL REGULATIONS.* 


9. Certificate of incorporation. Contents. Limit of 
corporate life—42. Any five or more persons, citizens of 
the United States, and a majority of them citizens of this State, 
who may desire to form a corporation for any of the purposes 
hereinbefore referred to, shall make, sign, seal and acknowledge 
before some officer competent to take the acknowledgment of 
deeds, a certificate in writing in which shall be stated; 

1. The names in full and places of residence of the appli- 
cants. 

2. The proposed corporate name of the corporation, which 
shall always include the name of the county or city in which it 
may be formed. 

3. The object or purposes for which incorporation is 
sought, the time of its existence, not to exceed forty years, and 
the articles, conditions and provisions under which the incorpo- 
ration is formed; Provided, That the limitation as to the dura- 
tion of existence of corporations formed under this article shall 
not apply to gaslight companies. 

4. The place or places where the operations of the corpo- 
ration are to be carried on, and the place in this State in which 
the principal office of the corporation will be located. 

5. The amount of capital stock (if any) of the corporation. 


*The omitted sections relate mainly to corporations for profit. 


148 RELIGIOUS CORPORATIONS. 


6. The number of shares of stock (if any) and the amount 
of each share. 

7. The number of trustees, directors or managers, and 
their names, who shall manage the concerns of the corporation 
for the first year. 


10. Certificate to be submitted to judge.—43. When 
said certificate is executed, it shall be the duty of the persons 
executing the same to submit it to one of the judges of the 
judicial circuit, within which the principal or any other office of 
said corporation is, under said certificate, to be located, if it 
shall be located in one of the counties of this State, or to one of 
the judges of the supreme bench of Baltimore city, if the 
principal office of said corporation shall be located in Baltimore 
city, in order that the said judge may determine whether the 
said certificate is in conformity with the law; and such deter- 
mination, when certified by the said judge as required by the 
next succeeding section, shall be conclusive evidence that such 
certificate does conform to the law. 


ll. Certificate to be recorded.—44. If the said judge 
shall so determine, he shall certify his said determination upon 
the said certificate, which shall thereupon be recorded in the 
office of the clerk of the circuit court for the county in which 
the principal office of said corporation shall, by the terms of 
said certificate, be located, if it shall be located in one of the 
counties of this State, or in the office of the clerk of the supe- 
rior court of Baltimore city, if the principal office of said cor- 
poration shall be located therein; and the said certificate shall 
be recorded in a book provided for that special purpose. 


12. Record of certificate incorporates.—45. When 
the said certificate shall have been recorded, the persons who 
have signed and acknowledged the same, and their successors 
shall, according to the objects, purposes, articles, conditions 
and provisions in said instrument contained, become, and be a 
body politic and corporate, in fact and in law, by the name 
stated in such certificate. 


18. Copy of certificate to be evidence.—46. A copy 
of such certificate, or of any amendments thereto, or of any 
paper relating to corporations, which is required by law to be. 
recorded, when certified to be a true copy by the clerk of the 
court in whose office the same is recorded, under the seal of his 
office, shall be evidence in all legal proceedings, and in all the 
courts of this State. 


MARYLAND. 149 


14. Amendments, how made.—47. If any alteration or 
amendment of the articles or provisions of the charter of any 
of said corporations, shall be made by the authority of the cor- 
poration, such alteration or amendment shall be made known, 
acknowledged and recorded in the same manner as prescribed 
in the sections 42, 43 and 44 of this article; and after the said 
alteration or amendment shall be recorded, the same shall be 
taken to be a part of the said charter or instrument, as if the 
same had originally been made a part thereof. 


15. Fees. Endorsement by clerk of court.—48. The 
usual fees for equal or similar services shall be received by 
the respective clerks under this article, and all the expenses of 
procuring the charter of incorporation and recording the same, 
shall be borne by the parties respectively applying therefor; 
and the date and fact of recording shall be endorsed by the 
clerk on every original instrument. 


16. Powers, general provision. Regulations.—49. 
Every corporation incorporated under this article shall have 
the following powers and be subject to the following general 
regulations, except in cases where the special provisions relating 
to any particular corporation are inconsistent with the said gen- 
eral regulations. 


17. Succession.—so. Any such corporation shall have 
power: 1. To have succession by its corporate name for the 
period prescribed by law or by the certificate evidencing its in- 
corporation where the said certificate is in accordance with law. 


18. To sue and be sued.—s1. 2. To sue and be sued, 
complain and defend in any court of law or equity. 


19. Seal_—s2. 3. To make and use a common seal and 
alter the same at pleasure. 


20. Hold property and conduct business.—53. 4. To 
acquire by purchase or in any other manner, and take, receive, 
hold, use, employ, manage, mortgage, dispose of, or in any 
manner not inconsistent with law, deal with any property, real, 
personal or mixed, and situate in or out of this State, which 
may be necessary or proper to enable said corporation to carry 
on the operations or fulfill the purposes named in its certificate 
of incorporation, and generally to do every other act or thing, 
not inconsistent with law, which may be necessary or proper to 


150 RELIGIOUS CORPORATIONS. 


promote the objects, designs and purposes for which said cor- 
poration was formed. 


21. Appoint officers and agents.—54. 5. To appoint a 
president of the company from among the directors, trustees 
or managers, and to appoint such officers and agents as the 
business of the corporation shall require; to allow them a suit- 
able compensation, require security for the faithful discharge 
of their duties, and regulate the tenure of office of the said 
officers. 


22. By-laws, how made. Must be confirmed by 
members.—s5. 6. To make by-laws, not inconsistent with 
law, for the management of its property, the regulation of its 
affairs, and for the transfer of its stock, if any such stock there 
be; for the forfeiture of stock not paid for, and for the disposi- 
tion of the proceeds thereof; for the calling of regular, special 
and general meetings of the directors, managers and trustees 
of said corporation, and fixing the place or places where the 
same shall be held, and to provide for all other matters which 
may be regulated by by-laws, and from time to time to repeal, 
amend or reénact the same; but every such by-law, and every 
repeal, amendment or reenactment thereof, unless in the mean- 
time confirmed at a general meeting of the company, duly 
called for that purpose, shall only have force until the next 
annual meeting of the company, and in default of confirmation 
thereof, shall, from that time only, cease to have force. 

The stockholders, or members of the corporation, may, at 
any general meeting, make by-laws, which shall not be rescinded 
by the directors, managers or trustees. 


23. Only charter powers to be exercised.—56. No 
corporation shall possess or exercise any corporate powers, 
except such as are conferred by law, and such as shall be neces- 
sary to the exercise of the powers so acquired. 


24. Trustees to manage property and to be elected 
by members annually. Notice of meetings.—57. The 
stock, if any, property and concerns of any corporation, for whose 
creation provision is made in this article, shall be managed by 
such number of trustees, directors or managers as its by-laws 
or charter shall prescribe, said number to be not less than four 
nor more than twelve, who shall respectively be citizens of the 
United States, and a majority of them citizens of this State; 
or if unnaturalized residents of this State, shall make oath that 


MARYLAND. 151 


they intend to become citizens of the United States without 
unreasonable delay; and who shall, except the first year, be 
annually elected by the stockholders, where there are such, or 
by the shareholders or members, where there are no stock- 
holders, at such meeting, time and place, and after such notice 
as shall be directed by the by-laws of the corporation; and the 
election shall, except in cases otherwise provided for herein, be 
made by such of the stockholders, shareholders or members, as 
the case may be, who shall attend for that purpose, either in 
person or by proxy; and where no other notice is provided for 
by the by-laws, public notice of the time and place of holding 
such election shall be published not less than ten days previous 
thereto, in a newspaper printed nearest to the place where the 
principal office of said corporation in this State shall be located. 


25. Vacancies among trustees, how filled.—s9. When 
any vacancy shall happen among the trustees, directors or man- 
agers, by death, resignation or otherwise, it shall be filled for 
the remainder of the year or other term, in such manner as 
may be provided by the by-laws of the said corporation, 


26. Failure to elect trustees does not dissolve or 
invalidate.—6o. If it shall happen at any time that an election 
of trustees, directors or managers shall not be made on the day 
designated by the by-laws of the said corporation, the corpora- 
tion, for that reason, shall not be dissolved; but it shall be law- 
ful on any other day to hold such election in such manner as 
may be provided by the by-laws, and all acts of trustees or 
managers shall be valid as against such corporation until their 
successors shall be elected. 


27. Corporations subject to future legislation.— 
85. Every corporation formed under the provisions of this 
article, shall be subject to any and all provisions and regulations 
which may hereafter, by any change in or amendments of the 
laws of this State, be made applicable to such corporation. 


RELIGIOUS CORPORATIONS. 


28. How incorporated.—z05. In every church, society, 
or congregation, of whatever sect, order, or denomination, 
known and acknowledged in the State, and protected in the 
free and full exercise of its religion by the constitution and laws 
thereof, there shall be sufficient power and authority in all per- 
sons above twenty-one years of age belonging to any such 


" 


152 RELIGIOUS CORPORATIONS. 


church, society, or congregation, to elect, at their discretion, 


certain sober and discreet persons, not less than four nor more 
than twelve, which persons, so elected, upon being registered, 
as hereinafter directed, shall be constituted a body politic or 
corporate to act as trustees in the name and behalf of the par- 
ticular church, society, or congregation for which they are re- 
spectively chosen, and to manage the estate, property, interest, 
and inheritance of the same. 


29. Powers. Limitation upon mortgage and income. 
—206. The trustees so elected shall have perpetual succession 
by their name of incorporation, and shall be capable in law to 
purchase, take and hold to them and their successors in fee, or 
for a less estate, any lands, tenements or hereditaments, rents 
or annuities, goods or chattels within this State, by the gift, 
bargain, sale or devise of any person, body politic or corporate, 
capable of making the same, and to use or lease, mortgage or 
sell and convey the same in such manner as they may judge 
most conducive to the interests of their respective churches, 
societies or congregations; Provided, That nothing herein shall 
authorize any sale, mortgages or other disposition of any prop- 
erty held by such corporation under any instrument prohibiting 
such sale; and Provided, The clear yearly income from the 
estate of any church, society, or congregation, exclusive of the 
rents of pews, collections in churches, funeral charges and the 
like, shall not exceed the sum of twenty thousand dollars 


30. Succession to be by election and church usage. 
—207. Every such body politic shall be chosen and the suc- 
cession kept up at such times and places as are ordinarily used 
for public meetings of the said church, society or congregation, 
and by such persons as are allowed to have a voice in the man- 
agement and direction of congregational or temporal concerns, 
according to the known custom and usage of their respective 
denominations; or the said body politic or corporate shall be 
chosen, and the succession kept up, according to the rules, 
regulations, and practice that may have been heretofore adopted 
and agreed upon, or that shall be, at the first time of electing, 
agreed upon and adopted by any particular church, society, or 
congregation for directing or managing their congregational or 
temporal affairs. 


31. Minister a member of corporation.—208. The min- 
ister for the time being, or senior minister, where there are 


MARYLAND. 153 


more than one settled in any church, society, or congregation, 
shall always, in virtue of his ministry, be a member of the body 
politic or corporate belonging to the same, exclusive of the 
number heretofore prescribed in section 205. 


32. Contests to be settled by arbitration.—zo09. If 
any contest shall arise in any church, society or congregation, 
about the right of voting, or whether the election has been 
fairly conducted, agreeably to the true intent and meaning of 
this article, the parties contending shall each of them choose 
one discreet and reputable person from amongst the members 
or trustees of some neighboring congregation or society of the 
same religious persuasion, if any such there be, and if none 
_ such, then of any other religious society, which two persons 
shall choose a third, qualified in like manner, and the said three 
persons shall meet at the place where the difference has arisen, 
and hear and determine upon the matter; and their judgment 
3 or award, or the judgment or award of a majority of them, cer- 
_ tified under their hands and seals to the contending parties, 
Shall be final, 


% 

33. Qualifications of voters and officers. Name.— 
210. At the first election or appointment of every body politic 
_ orcorporate aforesaid, every church, society or corporation as- 
'sembled as already directed, shall determine on their plan, 
_ agreementor regulation, specifying distinctly the time and man- 
ner of electing trustees, and the manner in which the succes- 
sion shall be perpetuated, and containing an exact description 
of the qualifications of the persons severally electing and 
elected, and to elect and to be elected thereafter, and also the 
name, style or title of the corporation by which it shall there- 
after be known, and the name of the church, society or congre- 
gation choosing the same. 


34. Plan to be acknowledged and certified.—2er11. 
The said plan, agreement, or regulation shall be entered in the 
book hereinafter required by section 214 to be kept by every 
such corporation, and the same shall be acknowledged by the 
trustees, or a majority of them, before, and certified by two 
justices of the peace of the county or city in which the said 
church, congregation, or society, or the greatest number of the 
members thereof shall reside; or the same may be acknowl- 
edged before and certified by a judge of the circuit court or of 
the supreme bench of Baltimore city. 


154 RELIGIOUS CORPORATIONS, 


35. Plan to be filed with clerk of court.—2z12. The 
plan or agreement, so acknowledged and certified, shall be filed 
by the said trustees with the clerk of the circuit court for the 
county where the said church, society, or congregation, or the 
greater part of the members thereof reside, or the clerk of the 
superior court of Baltimore city, if they or the greater part of 
the members reside in the city of Baltimore, within six months 
after such acknowledgment shall be made; and the same shall 
be recorded at the expense of the corporation, in a book to be 
kept for that special purpose. 


36. Amendments, how secured.—2z13. If any change 
shall be made in the original plan, by authority of the congre- 
gation, such change shall, in the same manner, be acknowledged 
and recorded. 


37. Meetings. Quorum. Record. By-laws.—214. 
Every such corporation may appoint the times and places of 
the meeting of its members, and the number necessary to con- 
stitute a quorum, and shall provide and keep a good and suffi- 
cient record book, and cause therein to be registered all their 
proceedings, subject at all times to the inspection of the several 
members of the church, society, or congregation; and the same 
shall be laid before a public meeting when required by any five 
or more of the members; and the said trustees, or a majority 
of them, shall have full power to frame such rules and ordi- 
nances for conducting their concerns as may be necessary and 
convenient for accomplishing the end of their institution. 


38. Withdrawing members authorized to form new 
corporation.—215. When any number of persons belonging 
to any church or congregation, sufficient to build a church or 
house of worship, and maintain a minister, shall choose to sep- 
arate from the church or congregation of which they have 
hitherto been a part, and to erect a house of worship, and 
employ a minister for themselves, it shall be lawful for them to 
do so; and they shall by their respective name or style be 
entitled to all the benefits of this article relating to their incor- 
poration; Provided only, That all arrearages, debts and engage- 
ments contracted, due or becoming due, while members of the 
former society, shall be discharged. 


39. Trustees to convey lands to corporation.—216. 
The person or persons holding lands or goods and chattels in 
trust for any particular church or society, shall convey the same 


MaRYLAND. 155 


to the corporation of such particular church or society as soon 
as the same shall be formed under this article. 


DISSOLUTION OF CORPORATIONS.* 


40. Majority vote of members. Bill to be filed.— 
265. Whenever the directors, trustees or managers of any cor- 
poration, or a majority of them, shall, for any reason, deem it 
beneficial for the interests of the stockholders or others inter- 
ested in said corporation, that the same should be dissolved, 
they shall call a general meeting of the stockholders, share- 
holders or members of the corporation at such time and place, 
and after such notice as the by-laws of said company shall 
prescribe for that purpose; and if at such general meeting a 
majority in interest of all the stockholders in any corporation 
having a capital stock, or a majority of the shareholders or 
members in other class of corporations, shall, by their votes, 
declare their wish that said corporation shall be dissolved, a bill 
for its dissolution shall forthwith be filed, in the name of said 
corporation and on its behalf, in the circuit court of Baltimore 
city, if its principal office or place of business be in said city, 
or in the circuit court for the county in which its principal office 
or place of business may be situated. 


41. Contents of bill.—266. Every such bill skall con- 
tain a statement of the reasons why the dissolution of the said 
corporation is prayed for and sought; and there shall also be 
filed with it: 

1. A full and true inventory of all the assets of such cor- 
poration, and of all the books, securities, and vouchers relating 
thereto. 

2. A true account of the capital stock of such corporation, 
and a list of all the stockholders, their residences, and the num- 
ber of shares belonging to each, the amount paid on each of 
said shares, and the amount still due. 

3. A statement of all the incumbrances on the property of 
the corporation, and a full list of all its creditors and their 
Tespective residences, and the amount due to each. All of the 
said statements shall be verified by the oath or affirmation of 
either the president, treasurer, secretary, or some other chief 
officer, or of some stockholder of the said corporation. 


42. Order of court, to show cause.—267. Upon the 
filing of said bill, accompanied by the aforesaid papers, the 


*The omitted sections relate mainly to corporations for profit. 


156 RELIGIOUS CORPORATIONS. 


court shall passan order requiring all persons interested in such 
corporations, to show cause, if any they have, why such corpo- 
ration should not be dissolved, on or before a certain day to be 
named in said order, which order shall be published for such 
time as the court shall direct, in some newspaper published in 
the county, or city of Baltimore, as the case may be, in which 
such court is held; and upon any answer being filed to the said 
bill, by any creditors or stockholders of such corporation, the 
court may authorize evidence to be taken, on application of 
the plaintiffs or defendants, in the manner usual in courts of 
equity. 


43. Decree of court. Who may be receivers.—268. 
If the court shall, upon consideration of the bill, or of the bill, 
answers and proof, if any answers have been filed or proof 
taken, be of opinion that the corporation is insolvent, or that 
for any reason a dissolution of the said corporation will be 
beneficial to the stockholders, and not injurious to the public 
interests, a decree shall be entered dissolving the said corpora- 
tion, and appointing one or more receivers of its estate and 
effects, and such corporation shall thereupon be dissolved; any 
of the directors, trustees, managers or other officers, or any of 
the stockholders of any corporation, may be appointed its re- 
ceivers, or such other person or persons as the courts may 
select. 


44. Receivers, powers of.—269. Where receivers of the 
estate or effects of any corporation shall be appointed by a 
court, upon or before the dissolution of any corporation, they 
shall be vested with all the estate and assets of every kind be- 
longing to such corporation, from the time of their qualifying 
as receivers, and shall be trustees thereof for the benefit of 
the creditors of such corporation and its stockholders; and they 
shall proceed to wind up the affairs of such corporation, under 
the direction of the court by which they shall have been ap- 
pointed, and shall have all powers which shall be necessary for 
that purpose. 


45. Article XXIII applicable to all corporations.— 
303. All corporations heretofore formed under the general laws 
of this State, relating to corporations, or under any special laws, 
are hereby declared to be entitled to the benefit of and to be 
subject to all the regulations in this article contained, for the 
government of the corporations herein referred to, so far as the 


Maryann. 157 


_ ized to be taken by or against the corporations herein referred 
to, so far as the same be applicable to the several corporations 
heretofore formed as aforesaid. 


PARTICULAR DENOMINATIONS. 


46. Section 217, Art. xxiii, makes provision for the incor- 
_ poration of parishes of the Protestant Episcopal Church. 


MASSACHUSETTS. 


CONSTITUTIONAL AMENDMENT. Article XI. 
(In effect, Nov. 11, 1833.) 


1. Powers of churches. Rights of members.—Instead 
of the third article of the bill of rights, the following modifica- 
tion and amendment thereof is substituted: 

‘*As the public worship of God and instructions in piety, 
religion, and morality, promote the happiness and prosperity of 
a people, and the security of a Republican government; there- 
fore, the several religious societies of this Commonwealth, 
whether corporate or unincorporate, at any meeting legally 
warned and holden for that purpose, shall ever have the right to 
elect their pastors or religious teachers, to contract with them 
for their support, to raise money for erecting and repairing 
houses for public worship, for the maintenance of religious 
instruction, and for the payment of necessary expenses; and 
all persons belonging to any religious society shall be taken and 
held to be members, until they shall file with the clerk of such 
society a written notice, declaring the dissolution of their mem- 
bership, and thenceforth shall not be liable for any grant or 
contract which may be thereafter made, or entered into by such 
society; and all religious sects and denominations, demeaning 
themselves peaceably, and as good citizens of the Common- 
wealth, shall be equally under the protection of the law; and 
no subordination of any one sect or denomination to another 
shall ever be established by law. 


PUBLIC STATUTES, 1882, SUPPLEMENT, 1888. 
(With amendments to 1895.) 


TitteE IX. Cuap. XXXVIII. Or Parisues anp RELIGIOUS 
SOCIETIES. 
GENERAL PROVISIONS. 
2. Religious societies to be bodies corporate. 


Powers and rights confirmed.—1. Every religious society 
(158) 


MASSACHUSETTS. 159 


established or organized by virtue of any statute shall be and 
continue a body corporate with the powers given to corporations 
by chapter one hundred and five,* and the powers, privileges, 
liabilities, and duties set forth in this chapter; but the provi- 
sions of this chapter shall not enlarge or diminish the powers 
of taxation enjoyed by any religious society by virtue of a 
special law or act of incorporation, nor impair the existing 
tights of property of any territorial parish. 


3. Existing societies, status of.—z. Religious societies, 
whether corporate or incorporate, shall continue to have and 
enjoy their existing rights, privileges, and immunities, except 
so far as the same may be limited or modified by the provisions 
of this chapter. 


4. Privileges of churches connected with religious 
societies.—3. The respective churches connected and associ- 
ated in public worship with such religious societies shall con- 
tinue to have, exercise, and enjoy all their accustomed privi- 
leges and liberties respecting divine worship, church order, and 
discipline, and shall be encouraged in the peaceable and regular 
enjoyment and practice thereof. 


5. Membership and its liabilities —4. Persons belong- 
ing to a religious society shall be held to be members thereof 
until they file with the clerk a written notice declaring the dis- 
solution of their membership, but after filing such notice they 
shall not be liable for any grant or contract thereafter made or 
entered into by such society. No person shall be made a mem- 
ber of such a society without his consent in writing. 


6. By-laws.—s. A religious society may make by-laws 
not repugnant to the laws of the commonwealth, and may in 
such by-laws prescribe the manner in which persons may become 
members. 


7. Women and non-residents may be admitted as 
members.—6. A religious society may admit to membership 
women, who shall have all the rights and privileges of men, 
and a territorial parish may admit to membership persons not 
Tesidents of its territory. 


8. None but members to vote—7. No person shall 
have a right to vote in the affairs of a religious society unless 
he is a member thereof. 

* See p. 168. 
T5 


160 RELIGIOUS CORPORATIONS. 


9. Annual meeting. Officers to be chosen.—8. The 
qualified voters of every parish and incorporated religious 
society shall hold an annual meeting in the month of March or 
April, or at such other time as they may prescribe by their 
by-laws, and, if the by-laws do not otherwise determine, at a 
time and place appointed by their assessors or standing com- 
mittee ; and at such meeting they shall choose a moderator, 
clerk, two or more assessors, a treasurer, a collector, and such 
other officers as they may think necessary, all of whom, except 
the moderator, shall continue in office till the next annual meet- 
ing and till others are chosen and qualified in their stead. 


10. Moderator, clerk, etc., how chosen.—9. Moder- 
ators of meetings held for the choice of officers shall be elected 
by ballot. Clerks, assessors, treasurers, and collectors shall be 
elected by ballot, and shall be sworn. Other officers may be 
elected in such mode as the society may determine. 


ll. Prudential affairs, who to manage.—1o. The pru- 
dential affairs of such societies shall be managed by their asses- 
sors or by a standing committee specially appointed for that 
purpose; and the assessors or committees shall have like au- 
thority for calling meetings as selectmen have for calling town 
meetings. 


12. When justice may call meeting.—1:. If there are 
no assessors or committee, or if such officers unreasonably re- 
fuse to call a meeting, a justice of the peace may, upon the ap- 
plication of five or more qualified voters, call a meeting in the 
manner provided in section twenty-five. 


13. Warrant for meeting, what to contain.—12. The 
assessors or committees shall insert in their warrant for calling 
a meeting any matter the insertion of which five or more quali- 
fied voters of the society may in writing request. Nothing 
acted upon at a meeting shall have any legal operation, unless 
the subject-matter thereof was inserted in the warrant for such 
meeting. 


14. Meetings, how warned.—13. Meeting shall be 
warned in the manner provided by any by-law or vote of the 
society, or, when no provision is made, in such manner as the 
assessors or standing committee in their warrant for such meet- 
ing may direct. 


MassACHUSETTS, 161 


15. Who to preside. Officers, how sworn.—14. The 
clerk, or if there is no clerk, or he is absent, one of the asses- 
sors or of the standing committee shall preside in the choice of 
a moderator, and a clerk may then be chosen, either fro tempore 
or to fill the vacancy, as the case may require. The moderator 
may administer the oath of office to the clerk, and the clerk to 
the assessors, treasurer, and collector, or said oaths may be ad- 
ministered by a justice of the peace; and such oaths shall be 
substantially the same as is required to be taken by the clerk, 
assessors, and collectors of towns. 


16. Moderator’s powers. Disorderly conduct, how 
punished.—15. The moderator shall have the same power as 
the moderator of a town meeting; and persons guilty of dis- 
orderly behavior at a meeting of a religious society shall be sub- 
ject to the penalties and punishments provided for like offenses 
in town meetings. 


17. Choice of collector.—If the person chosen collector 
is present and accepts the office, he shall forthwith be sworn. 
If not present, he shall be summoned to take the oath by acon- 
stable or by any person whom the clerk or assessors may ap- 
point for the purpose. Upon the refusal or neglect of a person 
present to accept such office at the time, or upon the neglect of 
a person so summoned, for the space of seven days, to appear 
and take the oath, the society shall proceed to a new choice; 
and so from time to time until some person accepts and is 
sworn. 


18. Filling of vacancies.—17. Vacancies in any of the 
annual offices, occurring after the annual meeting, may be filled 
at any other legal meeting. 


19. Objects for which money may be raised.—18. 
The qualified voters of a religious society may at the annual 
meeting or at any other meeting regularly notified seven days 
at least before the holding thereof, grant and vote such 
sums of money as they judge necessary for the settlement, 
maintenance, and support of ministers or public teachers of 
religion; for the building or repairing of houses of public wor- 
ship; for sacred music; for the purchase and preservation of 
burial grounds; and for all other necessary parish charges; and 
all sums so voted shall be assessed on the polls and estates of 
ail the members of the society in the same manner and propor- 
tion as town taxes are by law assessed. 


162 RELIGIOUS CORPORATIONS. 


20. Taxes to be assessed on property.—19. The as- 
sessors shall assess the taxes upon the property (not exempted 
by law from taxation) of all the members of the society, in- 
cluding their real estate within the commonwealth, in what- 
ever part thereof it may be situated, and their personal estate 
wherever the same may be; and no citizen shall be liable to pay 
a tax for the support of public worship, or for other parish. 
charges to a society other than that of which he is a member. 


21. Corporations and trusts notto betaxed.—zo. No 
corporation shall be taxed for any parochial purpose, nor shall 
any person be taxed in a religious society for property held by 
him as guardian or ‘trustee. 


22. Collection of taxes.—z1. A religious society may 
appoint its treasurer collector of taxes; and such collector shall 
have like powers and proceed in like manner in enforcing the 
collection of such taxes, after the expiration of the time fixed 
by the society for the payment thereof, as is provided in chap- 
ter twelve for the collection of taxes by collectors of towns; and 
a society may authorize its treasurer and collector to make an 
abatement of such sum as it may agree upon at its annual meet- 
ing to those who make voluntary payment of their taxes within 
such periods as may be determined by the society. 


23. Pews may be taken down or house sold.*—22. A 
religious society, when it deems it necessary for building a new 
house, or of altering, enlarging, removing or rebuilding its 
house already built, may under the regulation of sections thirty- 
six and thirty-seven take down any pews therein or sell the house. 


24. Parishes are societies.—23. The terms ‘‘ religious 
society’ and ‘‘society” in the preceding sections shall include 
parishes, 


ORGANIZATION OF RELIGIOUS SOCIETIES AS CORPORATIONS, 


25. How incorporated. Powers.—24. A religious 
society that is not incorporated, may, if it contains ten or more 
qualified voters, organize and become a corporation, with the 
powers, privileges, duties, and liabilities of such societies, and 
may hold so much real and personal estate as may be necessary 
for the objects of such organization, and no more. 


26. Mode of calling first meeting.—25. Any justice of 
the peace may, upon application in writing by five or more of 
* See Nos. 37, 38, p. 165. 


MASSACHUSETTS, 163 


the qualified voters of such society, issue his warrant directed to 
some one of the applicants, stating the objects of the proposed 
meeting, and requiring him to warn the qualified voters of the 
society to meet at a time and place appointed in the warrant; 
and such warrant may be served by posting an attested copy 
thereof on the principal outer door of the meeting-house of such 
society, or by leaving such copy with, or at the last and usual 
places of abode of the qualified voters of the society seven days 
at least before such meeting; and, upon due return thereof, the 
same or any other justice of the peace may preside at the meet- 
ing for the choice and qualification of a clerk, who shall enter at 
large upon the records of the society the proceedings had in the 
organization thereof; and the society may thereupon proceed to 
choose a moderator and to do such other things as parishes are 
by law authorized to do at their annual meetings; Provided, the 
subject matter thereof is inserted in the warrant. 


27. Application to justice. Organization secures in- 
corporation.—26. Any ten or more persons, male or female, 
who desire to form a religious society, may make for that pur- 
pose an application in writing to a justice of the peace, and such 
justice may thereupon issue his warrant directed to one of the 
applicants stating the objects of the proposed society, and re- 
quiring him to warn said persons to meet at a time and place 
appointed in the warrant. The warrant shall be issued, served, 
and executed, and the meeting held in the manner and for the 
purposes set forth in the preceding section, and such persons, 
upon complying with the provisions of said section, shall be- 
come a corporation under a name to be assumed at such meet- 
ing, and with all the powers, rights, and privileges, and subject 
to all the duties, limitations, and restrictions, relating to religious 
societies. 


CoRPORATIONS OF PROPRIETORS OF MEETING-HOUSES. 


28. How incorporated. Powers.—z27. Persons owning 
or proposing to build a house of public worship may organize 
themselves in the same manner as religious societies are author- 
ized to do by the provisions of this chapter, and shall thereupon 
become a corporation with and subject to the powers, privileges, 
duties, restrictions, and liabilities set forth in chapter one hun- 
dred and five* and in the following sections. 


*See p. 168. 


164 RELIGIOUS CORPORATIONS. 


29. Amount of estate which may be held.—28. Every 
such corporation may hold so much real and personal estate, in 
addition to its meeting-house, as may be necessary for its objects, 
and no more, and the annual income thereof shall be applied to 
parochial purposes. 


30. Copy of record to be left with town clerk.—2o9. 
The clerk of every such corporation shall, within ten days after 
the meeting at which it was organized, leave with the clerk of 
the town or city in which its house of worship is situated, or is 
about to be built, a true copy of the record of the proceedings 
at such meeting. If he fails to do so, the organization shall be 
void. Such copy shall be recorded by the clerk receiving it in 
a book kept for the purpose, and for recording the same he shall 
receive the fee to which registers of deeds are entitled for like 
services. 


31. Money may be voted for alterations.—30. When 
such corporation deems it expedient to alter, enlarge, repair, re- 
build, or remove its house, or to build a new one, it may, at a 
legal meeting called for the purpose, vote such sums of money 
as it may judge necessary for such purpose and for the purchase 
of the land necessary therefor. 


32. Any religious society may raise money for 
alterations.—31. Any religious society established under a 
special act of incorporation shall have the powers set forth in 
the preceding section, anything contained in its act of incorpo- 
ration, or in any act in amendment thereof, or in section one of 
this chapter, to the contrary notwithstanding. 


33. Meeting to vote alterations, how called.—_32. A 
meeting for any of the purposes mentioned in section thirty 
may be called in the manner prescribed in the by-laws or votes 
of the corporation, or by a warrant issued by the justice of the 
peace on application in writing by any five of the members of 
the corporation, which warrant shall be directed to one of the 
applicants; or such meeting may be called by a notification by 
the clerk of the corporation, who shall warn a meeting on a like 
application to him; and in either case the meeting may be 
warned by notification served as provided in section twenty- 
five. 

34. Assessment and collection of money.—33. Money 
voted by such a corporation may be assessed on the pews in its 
meeting-house, and the assessment may be committed to its 


— ae 


MASSACHUSETTS. 165 


treasurer, who shall forthwith give notice by posting up an ad- 
vertisement at the principal outer door of the meeting-house, 
stating the completion of such assessment and the day of the 
delivery thereof tohim; and if any part of the taxes so assessed 
remains unpaid for three months thereafter, the treasurer shall 
forthwith collect the same by sales at public auction of the pews 
whereon such taxes remain unpaid. 


35. Sale of pews for non-payment of assessments. 
—34. ‘The treasurer shall, at least three weeks before the time 
of the sale of a pew for taxes, post up a notification of the in- 
tended sale on the principal outer door of the meeting-house, 
setting forth the number of the pew, if any; the name of the 
owner or occupant, if known; and the amount of the tax due 
thereon; and if any part of said tax remains unpaid at the 
time, the treasurer shall sell the pew by public auction to the 
highest bidder, and shall execute and deliver to the purchasera 
sufficient deed of conveyance. ‘The money arising from the 
sale, beyond the taxes and reasonable incidental charges, shall 
be paid by the treasurer to the former owner of the pew or to 
his assigns. 


36. Affidavit of notice of sales made evidence.—35. 
An affidavit, annexed to an original notification or to a copy 
thereof, made before a justice of the peace, and recorded on the 
records of the corporation within six months after the sale, 
shall be allowed as one mode of proof of the posting up of such 
notification. 


37. House may be sold or pews taken down.—36. 
Such a corporation, for the purpose of building a new house, or 
of altering, enlarging, repairing, rebuilding, or removing its 
house already built, may sell its house or take down any pews 
therein, the pews taken being first appraised by three or more 
disinterested persons chosen for that purpose. The pews newly 
erected shall be sold by the treasurer of the corporation by pub- 
lic auction to the highest bidder, and deeds thereof shall be 
given in like manner as when pews are sold for the payment of 
taxes. The money arising from such sale shall be applied, so 
far as may be necessary, to paying the appraised value of the 
pews taken down, and the deficiency, if any, shall be paid by 
the corporation within thirty days after the sale. 


38. When pew-owner not entitled to compensation. 
—37. Nothing contained in the preceding section shall entitle 


166 RELIGIOUS CORPORATIONS. 


a person to compensation fora pew taken down, when the house 
in which it is, is unfit for public worship. 


39. Assessments on pews in houses built after 1845. 
—38. Such a corporation may assess upon the pews in a church 
or meeting-house which it has erected or procured for public 
worship since the twenty-fifth day of March in the year eighteen 
hundred and forty-five, according toa valuation of said pews 
previously agreed upon and recorded by the clerk, sums of 
money for the support of public worship and other parochial 
charges, and for the repairs of the house. Such assessments 


may be collected in the manner provided in sections thirty-three _ 


and thirty-four.* 


40. Assessments on pews in houses built prior to 
1845.—39. Such a corporation which had erected or procured 
such house prior to the twenty-fifth day of March, eighteen 
hundred and forty-five may avail itself of the provisions of the 
preceding section, if the consent of all the pew owners is 
obtained, or if two-thirds of the members present and voting at 
a regular meeting called for that purpose so determine. 


41. Pews to be purchased at appraisal.—4ao. A cor- 
poration which votes to avail itself of the provisions of section 
thirty-eight, shall upon the application of a person owning one 
or more pews in its house, within one year after said vote, pur- 
chase such pews at an appraised value to be determined by three 
disinterested persons, to be chosen, one by the pew-owner, one 
by the corporation, and the third by the two persons thus chosen. 


42. Powers, etc., of corporations which comply 
with preceding sections.—41. A corporation complying 
with the requisitions of the two preceding sections shall be 
entitled to the privileges and subject to the liabilities incident 
to those corporations which have erected or procured meeting- 
houses for public worship since the twenty-fifth day of March 
in the year eighteen hundred and forty-five. 


43. Pews to be personal estate.—42. Pews shall be 
personal estate, but this provision shall not affect any existing 
tight of dower. 

44. All corporate powers subject to alteration.— 
st. All corporate powers granted to any religious corporation 
shall be subject to alteration or repeal by the general court. 


* See Nos. 34 and 35, pp. 164, 165. 


MASSACHUSETTS, 167 


CHap. XXXIX. Or Donations AND CONVEYANCES FOR 
Pious AND CHARITABLE USES. 


45. Deacons, church wardens, etc., made bodies 
corporate.—:. The deacons, church wardens, or other simi- 
lar officers of churches or religious societies, and the trustees 
of the Methodist Episcopal churches, appointed according to 
the discipline and usages thereof, shail, if citizens of this com- 
monwealth, be deemed bodies corporate for the purpose of 
taking and holding in succession all grants and donations, 
whether of real or personal estate, made either to them and 
their successors, or to their respective churches, or to the poor 
of their churches. 


46. Ministers, when to be joined in body corpo- 
rate.—2z. When the ministers, elders, or vestry of a church 
are, in the grants or donations mentioned in the preceding sec- 
tion, joined as donees or grantees with the deacons or church 
wardens, such officers and their successors, together with the 
deacons or church wardens, shall be deemed the corporation 
for the purposes of such grants and donations. 


47. Ministers may take in succession any parsonage 
land.—3. ‘The ministers of a church or religious society, if a 
citizen of this commonwealth, shall be capable of taking in 
succession any parsonage land granted to the minister and his 
successors, or to the use of the ministers, or granted by any 
words of like import ; and may prosecute or defend in any 
action touching such land. 


48. Conveyance not valid without consent of 
church, etc.—4. No conveyance of the lands of a church 
shall be effectual to pass the same, if made by the deacons with- 
out the consent of the church or of a committee of the church 
appointed for that purpose, or if made by the church wardens 
without the consent of the vestry, or if made by the trustees of 
the Methodist Episcopal Church without the consent of the 
quarterly conference. 


49. Conveyance by minister, when valid.—s. No 
conveyance by a minister of lands held by him in succession 
shall be valid any longer than he continues to be such minister, 
unless such conveyance is made with the consent of the town, 
parish, or religious society of which he is a minister, or unless 
he is the minister of an Episcopal church and makes the con- 
veyance with the consent of the vestry. 


168 RELIGIOUS CORPORATIONS. 


50. Committees of audit with deacons. Suits 
against deacons.—6. The several churches, other than those 
of the Episcopal denomination, may choose committees to settle 
the accounts of the deacons and other church officers, and, if 
necessary, to commence and prosecute suits in the name of the 
church against such deacons or other officers touching the 
same. 


51. Limit upon income.—7. The income of the grants 
or donations made to or for the use of any one church shall not 
exceed two thousand dollars a year, exclusive of the income of 
any parsonage lands granted to or for the use of the ministry. 


52. Unincorporated societies may hold donations 
and elect trustees.—9. Unincorporated religious societies 
shall have like power as incorporated societies to manage, use 
and employ according to its terms and conditions any donation, 
gift or grant made to them; they may elect suitable trustees, 
agents, or other officers therefor, and may sue for any right 
which may vest in them in consequence of such donation, gift, 
or grant; for which purposes they shall be corporations. 


53. Any societies may appoint trustees and make 
rules. Vacancies.—1o. Incorporated and unincorporated 
religious societies may appoint trustees, not exceeding five in 
number, to hold and manage trust funds for their benefit, who 
shall hold their offices for three years and until others are ap- 
pointed in their stead. At or before the time of the first ap- 
pointment of such trustees the society may establish rules and 
regulations for their government, which shall be considered as of 
the nature of a contract, and not subject to alteration or amend- 
ment except by all the trustees in office at the time and bya 
two-thirds vote of the society interested therein, and in case of 
a vacancy, by the death of a trustee or otherwise, the society 
may fill such vacancy at its next annual meeting or at a special 
meeting called for that purpose. 


TITLE XV. Or CorRPORATIONS. 


Cuap. CV. Or Certain Powers, DuTIEs, AND LIABILITIES OF 
CORPORATIONS. 


54. Chap. CV applies to all corporations.—1. The 
provisions of this chapter, unless expressly limited in their ap- 
plication, shall apply to all corporations organized under or by 
the laws of this commonwealth, except so far as they are incon- 


MASSACHUSETTS, 169 


sistent with other provisions of these statutes concerning par- 
ticular classes of corporations. 


55. Existing corporations, status of.—z. Corpora- 
tions now existing shall continue to exercise and enjoy their 
powers and privileges according to their respective char- 
ters and to the laws now in force, and shall continue sub- 
ject to all the liabilities to which they are now subject, except 
so far as said powers, privileges, and liabilities are modified and 
controlled by the provisions of these statutes; and all corpora- 
tions organized under general laws shall be subject to such laws 
as may be hereafter passed, and applicable thereto. 


56. Acts of incorporation since 1831 subject to 


‘alteration. Rights and reservations.—3. Every act of 


incorporation passed after the eleventh day of March in the 
year eighteen hundred and thirty-one shall be subject to amend- 
ment, alteration, or repeal at the pleasure of the general 
court: but the corporation, notwithstanding such repeal, shall 
be subject to the provisions of sections forty-one and forty-two ;* 
and such amendment, alteration, or repeal shall not take away 
or impair any other remedy which may exist by law consist- 
ently with those sections against the corporation, its members 
or officers, for a liability previously incurred. 


57. Powers.—4. Every corporation, where no other pro- 
vision is specially made, may in its corporate name sue and be 
sued, appear, prosecute, and defend to final judgment and exe- 
cution; have a common seal, which it may alter at pleasure; 
elect in such manner as it may determine all necessary officers, 
fix their compensation, and define their duties and obligations; 
and make by-laws and regulations consistent with law, for its 
own government, the due and orderly conducting of its affairs, 
and the management of its property. 


58. By-laws.—s. Every corporation may by its by-laws, 
where no other provision is specially made, determine the 
manner of calling and conducting its meetings; the number of 
members that shall constitute a quorum; . .. . the tenure of 
office of the several officers; and may annex suitable penalties 
to such by-laws, not exceeding twenty dollars for one offense; 
but no by-law shall be made by a corporation repugnant to law 
or to its charter. 


*See Nos. 64 and 65, pp. 170,171. 


170 RELIGIOUS CORPORATIONS. 


59. May convey lands.—6. Every corporation may 
convey lands to which it has a legal title. 


60. Time-limit for organization.—8. A corporation 
created by charter, if no time is limited therein, shall be organ- 
ized within two years from the passage of its act of incorpora- 
tion. 


61. When and how justice may call a meeting.— 
11. When by reason of the death, absence, or other legal im- 
pediment of the officers of a corporation there is no person 
duly authorized to call or preside at a legal meeting, a justice 
of the peace may, on a written application of three or more of 
the members, issue a warrant to either of them, directing 
him to call a meeting by giving such notice as had been previ- 
ously required by law; and the justice may in the same warrant 
direct such person to preside at the meeting until a clerk is 
duly chosen and qualified, if no officer is present legally author- 
ized to preside. 


62. Powers of corporation at special meeting.—1z. 
A corporation when so assembled may elect officers to fill all 
vacancies, and act upon such other business as may by law be 
transacted at a regular meeting. 


63. How dissolution may be secured.—4o. When a 
majority in number or interest of the members of a corpora- 
tion desire to close its concerns, they may apply by petition to 
the supreme judicial court, setting forth in substance the 
grounds of their application, and the court, after due notice to 
all parties interested and a hearing, may for reasonable cause 
decree a dissolution of the corporation. A corporation so dis- 
solved shall be deemed and held extinct in all respects as if its 
corporate existence had expired by its own limitation. 


64. Existence of dissolved corporation continued for 
three years.—41. Every corporation whose charter expires 
by its own limitation or is annulled by forfeiture or otherwise, 
or whose corporate existence for other purposes is terminated 
in any other manner, shall nevertheless be continued as a body 
corporate for the term of three years after the time when it 
would have been so dissolved, for the purpose of prosecuting 
or defending suits by or against it, and enabling it gradually to 
close and settle its concerns, to dispose of and convey its prop- 
erty, and to divide its capital stock, but not for the purpose of 
continuing the business for which it was established. 


MASSACHUSETTS, 171 


65. Receivers may be appointed.—42. When the 
charter of a corporation expires or is annulled, or the corpora- 
tion is dissolved as provided in section forty,* or its corporate 
existence for other purposes is terminated in any other manner, 
the supreme judicial court, on application of a creditor, stock- 
holder, or member, at any time within said three years, may 
appoint one or more persons to be receivers to take charge of 
its estate and effects, and to collect the debts and property due 
and belonging to it; with power to prosecute and defend suits 
in its name or otherwise, to appoint agents under them, and to 
do all other acts which might be done by such corporation, if in 
being, that are necessary for the final settlement of its unfia- 
ished business. The powers of such receivers may be continued 
as long as the court deems necessary for said purposes. 


66. Jurisdiction of court.—43. The court shall have 
jurisdiction in equity of the application and of all questions 
arising in the proceedings thereon; and may make such orders, 
injunctions, and decrees therein as justice and equity require. 


67. Receivers, powers and duties.—44. The receivers 
shall pay all debts due from the corporation, if the funds in their 
hands are sufficient therefor; and if not, they shall distribute 
the same ratably among the creditors who prove their debts in 
the manner directed by any order or decree of the court for 
that purpose. If there is a balance remaining after the pay- 
ment of the debts, the receivers shall distribute and pay it to 
and among those who are justly entitled thereto as having been 
stockholders or members of the corporation, or their legal rep- 
resentatives. 


68. Decree of dissolution to be reported to secretary 
of commonwealth.—45. Whena corporation is dissolved by 
the supreme judicial court, the clerk of the courts for the county 
in which the decree or order for dissolution is made shall forth- 
with make return thereof to the secretary of the commonwealth, 
giving the name of the corporation dissolved, and the date upon 
which such order or decree was made. 


Cuap. CVI. Formation or CorporarIONs. t+ 


69. Notice of meeting.—18. The first meeting sha!l be 
called by a notice signed by one or more of the subscribers to 
such agreement, stating the time, place, and purpose of the 


*See No. 63, p. 170. 
Tt See Nos. 75 and 77, Sections 4 and 6, p. 174. 


172 RELIGIOUS CORPORATIONS, 


meeting, a copy of which notice shall, seven days at least before 
the day appointed for the meeting, be given to each subscriber, 
or left at his usual place of business or place of residence, or 
deposited in the post-office, post-paid, and addressed to him at 
his usual place of business or of residence. And whoever gives 
such notices shall make affidavit of his doings, which shall be 
recorded in the records of the corporation. 


70. Organization, how effected. By-laws.—2zo. At 
such first meeting, including any necessary or reasonable ad- 
journment, an organization shall be effected by the choice by 
ballot of a temporary clerk, who shall be sworn, and by the 
adoption of by-laws, and the election, in the manner provided 
in section twenty-four, of directors, treasurer, clerk, and such 
other officers as the by-laws may provide; but at such first meet- 
ing no person shall be eligible as a director who has not sub- 
scribed the agreement of association. The temporary clerk 
shall make and attest a record of the proceedings until the clerk 
has been chosen and sworn, including a record of such choice 
and qualification. 


71. Certificates of organization and incorporation.— 
21. The president, treasurer, and a majority of the directors, 
shall forthwith make, sign, and swear to a certificate setting 
forth a true copy of the agreement of association with the 
names of the subscribers thereto, the date of the first meeting, 
and the successive adjournments thereof, if any, and shall sub- 
mit such certificate and also the records of the corporation to 
the commissioner of corporations, who shall examine the same, 
and who may require such other evidence as to the facts of the 
case as he may judge necessary. The commissioner, if it ap- 
pears that the requirements of the preceding sections prelimi- 
nary to the establishment of the corporation have been com- 
plied with, shall certify that fact and his approval of the cer- 
tificate by indorsement thereon. Such certificate shall there- 
upon be filed by said officers in the office of the secretary of the 
commonwealth, who, upon payment of the fee hereinafter pro- 
vided,* shall cause the same with the indorsement thereon to be 
recorded, and shall thereupon issue a certificate in the following 


form: 
COMMONWEALTH OF MASSACHUSETTS. 


Be it known that whereas (here the names of the sub- 
scribers to the agreement of association shall be inserted) have 


*See No. 75, p. 174+ 


MASSACHUSETTS. 173 


associated themselves with the intention of forming a corpora- 
tion under the name of (here the name of the corporation shall 
be inserted), with a capital of (here the amount of capital fixed 
in the agreement of association shall be inserted), and have 
complied with the provisions of the statutes of this common- 
wealth in such case made and provided, asappears from the cer- 
tificate of the president, treasurer, and directors of said corpo- 
tation, duly approved by the commissioner of corporations and 
recorded in this office: now, therefore, I (here the name of the 
secretary shall be inserted), secretary of the Commonwealth of 
Massachusetts, do hereby certify that said (here the names of 
the subscribers to the agreement of association shall be in- 
serted), their associates and successors, are legally organized 
and established as and are hereby made an existing corporation 
under the name of (here the name of the corporation shall be 
inserted), with the powers, rights, and privileges, and subject 
to the limitations, duties, and restrictions, which by law apper- 
tain thereto. Witness my official signature hereunto sub- 
scribed, and the seal of the Commonwealth of Massachusetts 
hereunto affixed, this day of in the year (In 
these blanks the day, month, and year of execution of the cer- 
tificate shall be inserted.) 

The secretary shall sign the same and cause the seal of the 
commonwealth to be thereto affixed, and such certificate shall 
have the force and effect of a special charter, and shall be con- 
clusive evidence of the existence of such corporation. He 
shall also cause a record of such certificate to be made, and a 
certified copy of such record may be given in evidence with 
like effect as the original certificate. 


72. Elections of officers. Agents.—z4. The directors, 
clerk, and treasurer shall be chosen annually by the stockhold- 
ers by ballot, and shall hold their offices for one year and until 
others are chosen and qualified in their stead. The manner of 
the choice or appointment of all other agents and officers, and 
the manner of filling all vacancies, shall be prescribed by the 
by-laws. 


Cuap. CXV. Or AssociATIONS FOR CHARITABLE, Epuca- 
TIONAL AND OTHER PURPOSES. 


73. How incorporated.—1. Seven or more persons 
within this commonwealth, who associate themselves together 
by such an agreement in writing as is hereinafter described, 


174 RELIGIOUS CORPORATIONS. 


with the intention of forming a corporation for any of the pur- 
poses hereinafter specified, upon complying with the provisions 
of section four shall be and remain a corporation. 


74. Purposes.—2. Such association may be formed for 
any educational, charitable, benevolent, or religious purpose. 


75. Contents of agreement.—3. The agreement shall 
state that the subscribers thereto associate themselves with the 
intention of forming a corporation, the name of the corpora- 
tion, the purpose for which it is formed, the town or city, 
which shall be in this commonwealth, in which it is located, 
and, if it has a capital stock, the amount thereof, and the 
number and par value of its shares, which par value may be 
either twenty-five, fifty or one hundred dollars. The name 
shall be one not previously in use by an existing corporation, 
shall indicate that it is a corporation or company, and shall be 
changed only by act of the general court. 


76. Organization. Fee.—4. The associates shall meet 
for organization, organize, and certify their organization in the 
manner provided for manufacturing corporations by sections 
eighteen, twenty, and twenty-one of chapter one hundred and 
six ;* and the commissioner of corporations and the secretary of 
the commonwealth, upon the payment of a fee of five dollars 
to the secretary, shall perform in respect to corporations organ- 
ized under this chapter, the acts required of them in respect to 
manufacturing corporations by said section twenty-one ; and 
the certificate of incorporation shall be in the same form, except 
as modified in accordance with section sixt of this chapter, and 
shall have the same legal force and effect, as the certificates issued 
under said section twenty-one. 


77. By-laws.—s5. The corporation may prescribe by its 
by-laws the manner in which and the officers and agents by 
whom the purposes of its incorporation may be carried out. 


78. May have trustees instead of directors.—6. The 
corporation may have, instead of a board of directors, a board of 
trustees, managers, or executive committee, prudential com- 
mittee, wardens and vestry, or other officers with the powers 
of directors; and its certificate of organization may be made, 
signed, and sworn to by its presiding, financial, and recording 
officers, and a majority of its other officers having the powers 
of directors; and the certificate issued by the secretary under 


*See Nos. 69, 70, 71, PP. 171, 172. tNo. 78, p. 174. 


——— 


MASSACHUSETTS, 175 


the provisions of section four shall be modified to correspond 
with the facts in each case. 


79. May hold property, and receive gifts. Limit 
upon property.—7. The corporation may hold real and per- 
sonal estate, and may hire, purchase, or erect suitable buildings 
for its accommodation, to an amount not exceeding five hundred 
thousand dollars, to be devoted to the purposes set forth in its 
agreement of association, and may receive and hold in trust or 
otherwise funds received by gift or bequest to be devoted by it 
to such purposes. 


80. Existing corporations may adopt provisions of 
this chapter.—13. Nothing contained in this chapter shall 
affect the existence of any association or corporation formed 
before the twenty-seventh day of July in the year eighteen 
hundred and seventy-four, under the provisions of any statute, 
for any of the purposes mentioned in section two; and any such 
corporation may, at a meeting called for the purpose, vote to 
adopt the provisions of this chapter, and, upon so voting and 
complying with the provisions of this section, shall have the 
powers and privileges and be subject to the duties and obliga- 
tions of corporations formed under this chapter. After so 
voting, the corporation may present to the commissioner of 
corporations a certificate signed and sworn to by its presiding, 
financial, and recording officers, and a majority of its other 
officers having the powers of directors, setting forth a copy of 
its agreement of association and of said vote and the date of 
the meeting at which the vote was adopted, and may present 
such further evidence as the commissioner may require of the 
legal existence of the corporation, and of its intention to adopt 
the provisions of this chapter. The commissioner shall examine 
the certificate and evidence of organization, and, if it appears 
that the provisions of law have been complied with, shall cer- 
tify that fact and his approval of the certificate by indorsement 
thereon. The secretary of the commonwealth, upon payment 
of a fee of five dollars and upon the deposit in his office of said 
certificate with the indorsement thereon, shall cause the same 
to be recorded, and shall issue a certificate in the following form: 


81. Form of certificate of organization. Certificate 
to be evidence. 
COMMONWEALTH OF MASSACHUSETTS. 


Be it known that whereas (here the names of the original 


subscribers shall be inserted) have formerly associated them- 
16 


176 RELIGIOUS CORPORATIONS. 


selves with the intention of forming a corporation, under the 
name of (ere the name of the corporation shall be inserted), for 
the purpose (here the purpose declared in the articles of agree- 
ment shall be inserted), under the provisions of (here the desig- 
nation of the statute under the provisions of which organization 
was effected shall be inserted), with a capital of (here the amount 
of the capital stock as tt stands fixed by the corporation at the 
date of the certificate shall be inserted, or, tf there tis no capital 
stock, this clause shall be omitted), and the provisions of the 
statutes of this commonwealth in such case made and provided 
have been complied with, as appears from the certificate of the 
proper officers of said corporation, duly approved by the com- 
missioner of corporations, and recorded in this office: now, 
therefore, I (here the name of the secretary shall be inserted), 
secretary of the Commonwealth of Massachusetts, do hereby 
certify that said (here the name of the corporation shall be in- 
serted) is legally organized and established as an existing cor- 
poration, with the powers, rights, and privileges, and subject 
to the limitations, duties, and restrictions, which by law apper- 
tain thereto. 

Witness my official signature, hereunto subscribed, and the 
seal of the Commonwealth of Massachusetts, hereunto affixed, 
this day of , in the year . (in these blanks, 
the day, month, and year of execution of the certificate shall be 
inserted.) 


The secretary shall sign the same, and cause the seal of 
the commonwealth to be thereto affixed, and such certificate 
shall be conclusive evidence of the existence of such corporation 
at thedate of such certificate. The secretary shall also cause a 
record of such certificate to be made, and a certified copy of 
such record may be given in evidence with like effect as the 
original certificate. 


APPOINTMENT OF TRUSTEES BY CHURCHES OR RELIGIOUS SOCIE- 
Ties UNDER CHAPTER XXXIX. 


(Act of March 12, 1884.) 


82. Trustees may be appointed. Powers.—1. Churches 
or religious societies may appoint trustees, not exceeding five 
in number, who shall with their successors be a body corporate, 
for the purposes mentioned in section one of chapter thirty- 
nine* of the Public Statutes, and shall be subject to all of the 


*See p. 167. 


ot 


MASSACHUSETTS, 177 


provisions of said chapter applicable thereto, and any funds, 
held by the bodies corporate mentioned in the first and second 
sections of said chapter, may be transferred to said trustees to 
be held in trust in like manner by them. 


INCORPORATION OF CHURCHES. 
(Act of June 13, 1887.) 


83. Churches may be incorporated.—:1. Any church 
now existing or that may be hereafter organized in this com- 
monwealth, may be incorporated according to the provisions of 
this act. 


84. Notice of meeting.—2. A notice signed by one or 
more of the members of such a church, stating the object, time 
and place of the meeting for the incorporation of the church, 
and the first election of officers under the provisions of this act, 
shall be posted in a conspicuous place near one of the princi- 
pal entrances of the usual place of meeting of said church, at 
least fifteen days previous to the time of such meeting. 


85. Election of officers and standing committee.—3. 
The resident members of such church of twenty-one years of 
age and upwards may assemble at their place of worship and by 
ballot elect a moderator, clerk, treasurer, a standing committee 
of not less than three nor more than twenty-four members anda 
such other officers as they may deem necessary. The clerk 
shall be sworn. 


86. By-laws.—4. The church may prescribe by its by- 
laws the manner in which and the officers and agents by whom 
the purposes of its incorporation may be carried out. When 
no provision is made by any vote or by-law of the church for 
calling meetings, they shall be called in such manner as the 
standing committee may direct. 


87. Standing committee to certify organization. 
Fees.—s5. The standing committee so elected shall certify the 
organization of such achurch to the commissioner of corpora- 
tions in such form as he shall prescribe, who with the secre- 
tary of the commonwealth, upon payment of a fee of five dol- 
larsto the secretary, shall perform the same duties and with 
the same legal effect as in the case of corporations organized 
under chapter one hundred and fifteen of the Public Statutes; 
and except as provided in this act churches incorporated under 


178 RELIGIOUS CORPORATIONS. 


the provisions of this act shall have the same powers and privi- 
leges and shall be subject to the same duties, restrictions and 
liabilities as corporations established under said chapter one 
hundred and fifteen.* 


88. Members and voters.—None but members of such 
a church shall be members of any such corporation, and none 
but resident members of such church of twenty-one years of 
age and upwards shall vote. 


89. Deacons may convey trust estates to church.— 
7. The deacons of any such church holding real or personal 
estate under the provisions of chapter thirty-nine of the Public 
Statutes, may convey any such estate to the church of which 
they are deacons, if incorporated under the provisions of this 
act, and such estate shall thereafter be held by the church, sub- 
ject to the same uses and trusts as when held by said deacons. 


90. Religious societies may convey estate to church. 
—8. Any religious society connected with a church incorpo- 
rated under the provisions of this act, may at any meeting in the 
call for which notice has been given of the object of the meet- 
ing, by a three-fourths vote, authorize one or more persons in 
its name and behalf to convey to such church any real or per- 
sonai estate belonging to it, and such estate shall thereafter be 
held by the church subject to the same uses and trusts as when 
held by said religious society. 


CONDITIONS AND RESTRICTIONS ON REAL ESTATE. 
[Act of June 16, 1887. ] 


91. Time-limit as to restrictions on real estate not 
applicable to religious gifts——1. When the title or use of 
real estate is affected by conditions or restrictions unlimited as 
to time, such conditions or restrictions shall be construed as 
being limited to the term of thirty years from the date of the 
deed or other instrument or the date of the probating of the 
will creating such conditions or restrictions except only in 
cases of gifts or devises for public, charitable or religious pur- 
poses. This act shall not apply to existing conditions or 
restrictions or to such as may be contained in a deed, gift, or 
grant of the commonwealth, nor shall it operate in any case to 
defeat restrictions for a term of years certain. 


* See p. 173. 


MASSACHUSETTS. 179 


ASSESSMENT AND COLLECTION OF TAXES BY RELIGIOUS 
SocieETIEs. 


[In effect June 16, 1887. ] 


92. Taxes not to be assessed on polls or estates, 
except pews.—1. Religious societies shall not assess taxes 
on the polls or estates of their members; Provided, That pews 
may be assessed as heretofore. 


93. Section 21, Chap. 38, repealed.—z. Section twenty- 
one of chapter thirty-eight of the Public Statutes, and all acts 
and parts of acts inconsistent herewith are repealed. 


By-Laws or INCORPORATED RELIGIOUS SOCIETIES. 
[Act of May ro, 1888. ] 


94. Religious societies may make by-laws.—1. Any 
religious society now incorporated or which may hereafter be 
incorporated under the laws of this commonwealth may make 
by-laws for the purpose of warning and calling its meetings 
and for all other purposes which it may deem necessary for the 
management of its affairs. But no by-laws shall be made by 
any religious society repugnant to law or to its charter. 


Recorps oF Extinct CHURCHES OR RELIGIOUS SOCIETIES. 
[Act of April 26, 18go. ] 

95. Records to be delivered to clerk of town.—Sec- 
tion fifteen of chapter thirty-seven of the Public Statutes is 
hereby amended . . . . so that as amended the section shall 
tead: Section 15. When a church or religious society ceases to 
have a legal existence, and the care of its records and registries 
is not otherwise provided for by law, the person having posses- 
sion of such records or registries shall deliver them to the clerk 
of the city or town in which such church or society was situated, 
and such clerk may certify copies thereof. If the person hav- 
ing possession of such records or registries neglects to deliver 
them to the clerk of the city or town entitled to receive them 
as aforesaid, such clerk shall demand the same. 


Derintinc Grounps AND Ways UNDER THE CONTROL OF ED- 
UCATIONAL AND RELIGIOUS ASSOCIATIONS. 
[Act of April 6, 1892.] 


96. Bounds for annual sessions, how defined.—1. Any 
educational or religious association, incorporated under chapter 


180 RELIGIOUS CORPORATIONS. 


one hundred and fifteen of the Public Statutes, may define and 
fix bounds upon private grounds and private ways under its 
control leading to public streets, railroads or railways, ponds or 
streams, for the purposes of its annual sessions, within which 
bounds no person shall be permitted to enter or pass unless in 
conformity with the regulations made by its board of manage- 
ment; Provided, That before its said sessions, and during the 
continuance thereof, it shall have conspicuously posted at all 
entrances of said defined premises the said regulations. 


97. May appoint officers of the peace.—z. The offi- 
cers of said association may designate any officers authorized 
to serve criminal processes within any town or city of the 
county where it is located, to act at its sessions for the preser- 
vation of public peace, the enforcement of its regulations and 
service of criminal processes within said defined premises. 


98. Fines, limit upon.—3. Whoever, contrary to the 
aforesaid regulations, after notice thereof, enters or passes 
within the bounds so fixed, shall be punished by a fine not 
exceeding five dollars. 


99. Powers, limit upon.—4. The foregoing provisions 
shall not authorize any such association to occupy or include 
within such bounds the land of any person without his consent, 
nor to obstruct travel on any public highway. 


ParRTICULAR DENOMINATIONS. 


100. Special provisions for the incorporation and manage- 
ment of denominational churches are made as follows: Chapter 
. 38, section 43, Protestant Episcopal church; sections 44-47, 
Methodist Episcopal church; sections 48-50, Roman Catholic 
church; Chapter 39, section 8, the Quakers. See, also, other 
sections of chapter 39, of the Public Statutes; and Chapter 
239, Laws of 1888, Act of May 26, in relation to Protestant 
Episcopal and Reformed Episcopal churches. Act of Mar. 28, 
1895, makes provision for the American Unitarian Association. 


[Addition, 1895. ] 
101. Fees.—The Act of Mar. 27, 1895, appears to reduce 
fees for certificates, pp. 174, 175, to one dollar. 


MICHIGAN. 


CONSTITUTION. Article XV. 
[In effect Jan. 1, 1851. ] 


1. General laws to be enacted.—:1. Corporations may 
be formed under general laws, but shall not be created by 
special act, except for municipal purposes. All laws passed 
pursuant to this section may be amended, altered or repealed 


2. Time-limit of charters.—10. No corporation, except 
for municipal purposes, or for the construction of railroads, 
plank roads, and canals, shall be created for a longer time than 
thirty years; but the Legislature may provide by general laws 
applicable to any corporation for one or more extensions of the 
term of such corporation while such term is running, not ex- 
ceeding thirty years for each extension; .. . . Provided, That 
in cases of corporations where there is no capital stock, the 
Legislature may provide the manner in which such corporations 
may be reorganized. [As amended April, 1880. ] 


3. Limitation on real estate.—12. No corporation 
shall hold any real estate hereafter acquired, for a longer period 
than ten years, except such real estate as shall be actually occu- 
pied by such corporation in the exercise of its franchises. 


4. Notice of alterations of charters.—16. Previous 
notice of any application for an alteration of the charter of any 
corporation shall be given in such manner as may be prescribed 
by law. 


GENERAL STATUTES, 1882. 


Cuap. CLXX. Cuurcues AND RELIGIous SOCIETIES. 


5. How incorporated.—4618. It shall be lawful for any 
number of persons of full age, not less than five, who may be 
desirous of forming themselves into a church, congregation, or 
Teligious society to be connected with some church organiza- 

(181) 


182 RELIGIOUS CORPORATIONS. 


tion, and who shall sign articles of association for that purpose, 
to assemble together at such place as they may select, and by 
a plurality of votes, by ballot, elect any number of discreet 
persons, being laymen, not less than three nor more than nine 
in number, a majority of whom shall, both in case of a church 
and in case of a society connected with a church, be members 
of such church, as trustees, to take charge of the property be- 
longing to, and transact all affairs relative to the temporalities 
of such church, congregation or society. At any time after 
such church, congregation or society shall have become duly 
organized, it shall be lawful for it, ata meeting thereof called 
in accordance with the provisions of this act, by a vote of two- 
thirds of the members of such church, congregation, or society 
entitled to vote, present at any such meeting, to amend its 
articles of association in any manner not inconsistent with che 
provisions of this act, and such amendments shall become 
operative on filing a copy of the same certified by the modera- 
tor, chairman or president and clerk of such meeting, with the 
clerk of the county where such church, congregation or society 
is organized. 


6. Minister may be president. Qualifications of 
voters.—4619. Itshall be lawful for any such church, con- 
gregation or society to choose their minister, priest, curate, 
rector, parson or officiating clergyman for the time being, to be 
the president of said corporation and of its meetings, by vote, 
as aforesaid, and at the first election provided for in this act, 
every person of full age who shall have signed the articles shall 
be entited to vote. 


7. Notice of election.—4620. The minister, priest, rec- 
tor, curate, parson or officiating clergyman of such church, 
congregation, or if none of them be present, one of the elders 
or deacons, church wardens, or vestrymen thereof, and for want 
of such officers, any other person being a member or stated 
hearer in such church, congregation or society, shall publicly 
notify said congregation of the time when and the place where, 
any election shall be held; and such notification shall be given 
for two successive Sabbaths on which such church, congrega- 
tion or society shall statedly meet for public worship next pre- 
ceding the election. 


8. Inspectors of election. Certificates of trustees.— 
4621. Any two of the elders, deacons, church wardens or 


MICHIGAN. 183 


vestrymen of such church, congregation or society, or if such 
officers shall not be present, then any two voters present, to be 
nominated by a majority of the voters, shall be inspectors of 
the election, receive the votes and determine the qualification of 
voters; and they shall immediately after the election certify, 
under their hands and seals, the names of persons elected to 
serve as trustees or vestrymen, in which certificate the name by 
which the said trustees or vestrymen, and their successors in 
office shall forever thereafter be known and called, shall be par- 
ticularly mentioned and specified, and such trustees may in said 
certificate be denominated vestrymen, or church wardens and 
vestrymen, executive committee, or any other name stated in 
the certificate: Provided, always, That they shall have all the 
power specified in this act, and be elected in the manner pro- 
vided for in this act. 


9. Certificates to be acknowledged and recorded.— 
4622. Such certificate shall be acknowledged by the person 
making the same, or proved by a subscribing witness thereto, 
before some officer authorized to take acknowledgment of deeds; 
and said certificate, with the certificate of acknowledgment, or 
proof thereof, and the articles of association shall be recorded 
by the clerk of the county within which the church or place of 
worship of such congregation shall be situated, in a book to be 
by him provided for that purpose, who shall be entitled to ten 
cents for each folio for recording the same; and thereafter such 
trustees and their successors shall be a body corporate, by the 
name expressed in such certificate. 


10. Common seal. Trustees to take possession of 
property.—4623. Such trustees may have a common seal, 
and may alter the same at pleasure; and they may take into 
their possession and custody all the temporalities of such church, 
congregation, or society, whether the same shall consist of real 
or personal estate, and whether the same may have been given, 
granted or devised, directly or indirectly, to such church, con- 
gregation or society, or to any other person or persons for their 
use, 


ll. Rights and powers of trustees. Limit upon real 
estate.—4624. Such trustees may, also, in their corporate 
Name, sue and be sued in all courts and places; and they may 
recover and hold all the debts, demands, rights, and privileges, 
all churches, buildings, burying places, and all the estate and 


184 RELIGIOUS CORPORATIONS, 


appurtenances belonging to such church, congregation or so- 
ciety, in whatsoever manner the same may have been acquired, 
or in whose hands soever the same may be held, as fully and 
amply as if the right and title thereto had been originally vested 
in said trustees; and they may hold moneys or personal estate, 
raised or acquired for the purpose of erecting churches or houses 
of residence for their minister or priest, or for the purpose of 
burial ground, for a period not exceeding one year before in- 
vestment thereof, and not exceeding the value or amount of 
twenty thousand dollars; and they may hold, for a period not 
exceeding three years, any land which may be lawfully conveyed 
to them not exceeding five thousand dollars in value, to be sold 
for the purpose of raising a fund for erecting, repairing, or im- 
proving achurch or churches; or other buildings aforesaid, or 
for the purchase or improvement of any cemetery or burial 
ground. But all such lands shall revert to the donor or grantor, 
his or her heirs or assigns, if not disposed of within the time 
aforesaid. | 


12. Powers of trustees over property. Limitations. 
—4625. The said trustees or wardens and vestrymen shall also 
have authority, under the direction of the church, congregation 
or society, to sell and convey, mortgage or lease any real estate 
belonging to such church, congregation or society, or held by 
them as such trustees, or wardens and vestrymen, and to erect 
or purchase churches and meeting houses, and dwelling houses 
for their ministers and priests, and other buildings for the direct 
and legitimate use of their church, congregation, or society, and 
to alter and repair the same, but for no secular purpose; Pro- 
vided, That no such sale or conveyance shall be made in any 
case where it would be inconsistent with the express terms, or 
plain intent of the grant, donation, conveyance, or devise by 
which the same was conveyed or devised to or for the use of 
such church, congregation, or society; nor unless the vote or 
assent of at least two-thirds of those present and entitled to 
vote, at any meeting of the church, congregation or society duly 
called for that purpose, shall be obtained therefor, 


13. Trustees to manage temporalities.—4626. They 
shall also have authority to make rules and orders for managing 
the temporal affairs of such church, congregation, or society, 
and to dispose of all moneys belonging thereto, and to order 
and regulate the renting of pews or slips in their meeting- 
houses and churches, and the perquisites for the breaking of 


, 
7 
] 
. 
a 
; 


MICHIGAN. 185 


the ground and burial of the dead in the cemetery or church- 
yard, and in the said churches or meeting-houses. 


14. Officers of trustees. Duties of clerk.—4627. 
They may appoint a clerk and a treasurer of their board, and 
a collector to collect their rents and revenues, and may regulate 
the fees to be allowed such clerk, treasurer and collector, and 
may remove them and appoint others in their stead, at pleasure; 
and such clerk shall enter all rules and orders made by such 
trustees, and payments ordered by them, in a book to be pro- 
cured by them for that purpose. 


15. Trustees, meetings. President to have casting 
vote.—4628. Any two of the trustees may at any time call a 
meeting of the trustees, and a majority of them, being law- 
fully convened, shall be competent to do and perform all mat- 
ters and things which such trustees are authorized to do and 
perform; and said trustees may elect the minister, priest, curate, 
rector, parson, or officiating clergyman of said society, for the 
time being, to preside at such meetings, who shall have no vote 
except in case of a tie of the board, when he shall have a casting 
vote. 


16. Trustees, term of office. Annual election of full 
board.— 4629. The said trustees shall hold their office for three 
years, and until their successors shall have been elected and 
entered upon the discharge of their duties; and immediately after 
their first election, as hereinbefore provided, the said trustees 
shall be divided by lot into three classes, numbered one, two, and 
three; and the seats of the first class shall be vacated at the end 
of the first year, of the second class at the end of the second year, 
and of the third class at the end of the third year, to the end 
that as near as may be, one-third part of the whole number of 
the trustees may be annually chosen; Provided, however, That 
any persons entering into articles of association as aforesaid, 
may provide in said articles for the election of the whole board 
of trustees once in each year, at such time as they may appoint, 
in the manner above prescribed, and said whole number may 
be elected in conformity to such provisions. 


17. Annual meeting, time how changed. Notices. 
—4€30. Such church, congregation or society shall have power, 
at a meeting regularly called for that purpose by like notice as 
is required for the calling of a meeting for the election of trus- 
tees, to change the time of holding its annual meeting for the 


186 RELIGIOUS CORPORATIONS. 


election of trustees; and it shall be the duty of the clerk of 
said trustees at least one month before the time regularly fixed 
for the holding of such annual meeting, to give notice thereof 
in writing to the minister, priest, curate, rector, parson, or 
officiating clergyman, or in case of his death or absence to 
the elders or church wardens, or if there be no elders or 
church wardens then to the deacons or vestrymen of any such 
church, congregation or society, specifying in such notice the 
names of the trustees whose office will expire; and the minis- 
ter, priest, curate, rector, parson, or other officer receiving such 
notice shall, in manner aforesaid, notify the members of such 
church, congregation or society of such vacancies and appoint 
the time and place for the election to supply the same. [As 
amended May 15, 1889. | 


18. Election of trustees, time of.—4631. Such election 
shall be held at least six days before vacancies shall occur as 
aforesaid; and all subsequent elections shall be held and con- 
ducted by the like persons, and in the same manner as herein- 
before provided for the first election; and in case any vacancy 
shall occur by the death of a trustee, his refusal to act, or 
removal from the church, congregation or society, before his 
term of office expires, or otherwise, notice thereof shall be 
given as aforesaid, and an election shall be held, and another 
trustee chosen in his stead for the remainder of his term. 


19. Stated hearers to be voters.—4632. No person 
belonging to any such church, congregation or society, incor- 
porated under the provisions of this act, shall be entitled to 
vote at any election after the first, until he shall have been an 
attendant on public worship in such church, congregation, or 
society, at least six months next before such election, and shall 
have contributed to the support of such church, congregation, 
or society, according to the usages and customs thereof. 


20. Clerk to register stated hearers.—4633. The 
clerk of the trustees shall keep a register of the names of all 
such persons as shall desire to become stated hearers in the said 
church, congregation, or society, and shall therein note the 
time when such request was made; and the said clerk shall 
attend all subsequent elections, in order to test the qualifica- 
tions of such voters, in case they shall be questioned. 


21. Trustees not to fix salary of minister.— 4634. 
Nothing in this act contained shall be construed to give such 


MICHIGAN. 187 


trustees the power to fix or ascertain the salary or compensa- 
tion to be paid any minister or priest, curate, rector, or parson, 
but the same shall be ascertained and fixed by a majority of 
such church, congregation or society entitled to vote at the 
election of trustees. 


22. Real estate, how sold.—4635. It shall be lawful 
for the circuit court for the county in which any such religious 
corporation shall have been constituted, on the application of 
such corporation, if such court shall deem it proper, to make 
an order for the sale of any real estate belonging to such cor- 
poration, and to direct the application of the moneys arising 
therefrom, to such uses as the said corporation, with the appro- 
bation of said court, shall conceive to be for the interest of such 
corporation; Provided, That no sale shall be authorized by the 
court in any case where it would be inconsistent with the 
express terms or plain intent of the grant, donation, convey- 
ance, or devise by which the same was conveyed or devised to 
or for the use of such church, congregation, or society, prior 
to the passage of this act. 


23. Notice of application for order of sale.—4636. At 
least thirty days previous notice of any such application to the 
circuit court shall be given, by publishing the same in some 
newspaper published in the county, if one be there published, 
if not, by posting up notices in three or more public places in 
such county. 


24. Real estate to be held in trust.—4637. All lands, 
tenements, and hereditaments, that have been or may here- 
after be lawfully conveyed by devise, gift, grant, purchase, or 
otherwise, to any persons as trustees in trust, for the use of 
any church, congregation, or religious society, organized, or 
which may be hereafter organized, within this State, either for 
a meeting house, burial ground, or for the residence of a 
preacher or priest, shall vest and descend, with the improve- 
ments, in perpetual succession to, and shall be held by the 
trustees provided for by this act, in trust for such church, con- 
gregation or society. 


25. No church officer to hold property as such.— 
4638. No bishop, vicar, rector, parson, curate, priest, deacon, 
or other officer of any church, religious body, order, society, or 
association; no superior or other officer or member, male or 
female, of any religious order, ecclesiastical or lay, nor of any 


ecclesiastical, educational or charitable institution or establish- 
ment, shall, in consequence of such office or membership, or in the 
character or capacity of such officer or member, have, possess or 
exercise any power, capacity or franchise of a corporation sole, so 
far as relates to the taking, holding, managing, selling or trans- 
mitting property; and every gift, grant, devise, bequest, con- 
veyance, or lease of any real estate, or interest therein, or any 
use or benefit to arise therefrom, or of money, or of other 
property invested therein or to arise therefrom, hereafter made, 
or attempted to be made, by deed, will, or otherwise, toanysuch 
officer or member, by his or her name of office or membership, 
or in the character of such officer or member, shall be utterly 
void, to all intents and purposes; and no corporation for relig- 
ious, ecclesiastical, educational, or charitable purposes, shall be 
recognized as existing by the common law, the canon law, or 
by prescription, or in any other manner, except by express 
statute of this State; Provided, That this section shall in no 
way invalidate any right of property, or right of action hereto- 
fore vested; and Provided further, That this section is not in- 
tended as any implication or admission of any previous corpo- 
rate capacity incident to such official character or membership, 
as herein above mentioned. 


188 RELIGIOUS CORPORATIONS. 


26. No ecclesiastical law or custom to affect the 
tenure of real estate.—4639. Neither the canon law, nor the 
decrees, nor any decree or order of any ecclesiastical council or 
body, nor any custom or usage thereon, nor any custom or 
usage of any church, congregation, or religious society, or re- 
ligious order, shall hereafter be recognized or enforced in this 
State, so far as such law, usage or custom, shall relate to the 
acquisition, the tenure, or the control or disposition of any real 
estate, or any interest therein, or any use or trust connected, or 
to be connected therewith; Provided, nevertheless, That this 
section shall not in any manner impair or invalidate any grant, 
devise, or other conveyance heretofore made, nor shall this sec- 
tion be construed as a recognition of the prior legality or obli- 
gation of such law, usage or custom, in this State. 


27. Certain devises, etc., void unless made to corpo- 
ration.—4640. No grant, conveyance, devise, or lease of any 
teal estate, dedicated or appropriated to the purposes of relig- 
ious worship, or for any religious or ecclesiastical purposes, or 
appearing to be intended to be managed or controlled by any 
church, congregation or society, or any officer or officers thereof, 


MICHIGAN, 189 


in his or their official capacity, shall hereafter vest any right, 
title or interest in any person or persons to whom such grant, 
conveyance, devise, or lease may be made, unless the same shall 
be made to a corporation organized under some statute of this 
State, or of the late Territory of Michigan, or under the pro- 
visions of this act, or some act hereafter passed, amending or 
altering the same. . 


28. Existing societies confirmed, subject to this act. 
Vacancies. Reincorporation after dissolution. — 4641. 
Every church, congregation, or religious society heretofore 
incorporated in pursuance of any statute of this State, or of 
the late Territory of Michigan, and not since dissolved, shall 
be, and is hereby established and confirmed, subject, neverthe- 
less, to the provisions of this act, so far as they may be consti- 
tutionally subjected thereto, without impairing rights heretofore 
legally vested; and all vacancies which may hereafter occur in 
the office of trustee of any church or religious society, hereto- 
fore incorporated under any statute of this State, or of the late 
Territory of Michigan, shall be filled by an election, as pro- 
vided for the filling of vacancies in such office under this act; 
and in case of the dissolution of any such corporation, or of 
any corporation hereafter to be formed, in pursuance of the 
provisions of this act, for any cause whatever, the same may be 
incorporated under the provisions of this act, at any time within 
six years after such dissolution, and thereupon all the estate, 
real or personal, formerly belonging to the same, and not law- 
fully disposed of, shall vest in such corporation, as if there had 
been no dissolution. 


29. Act applies to all religious societies.—4642. The 
provisions of this chapter shall apply to all churches, religious 
congregations, religious societies, religious and ecclesiastical 
orders, and every association of persons for religious purposes. 


30. How corporations may unite.—4643. Any two or 
more corporations, formed under the provisions of this act, 
may be united into one corporation upon complying with the 
following conditions: 

1. Each of such separate corporations shall, at its annual 
meeting or at a meeting called by a majority of its trustees 
expressly to consider the propriety of such consolidation, notice 
of which shall be given in the same manner, as notice of the 
annual meeting, pass a resolution by a majority vote of the 


190 RELIGIOUS CORPORATIONS. 


members of such corporation present at such meeting, declar- 
ing it expedient that such consolidation should take place, 
which resolution and the vote by which it was passed, shall be 
entered on the records of such corporation, and the record of 
such meeting shall be signed by the chairman and clerk thereof; 

2. After such resolution shall have been passed by the 
respective corporations, the trustees thereof together, or a 
majority of such trustees, shall call a meeting of all the mem- 
bers of the different corporations, to be consolidated for the 
purpose of forming a new corporation from the members com- 
posing said several corporations; 

3. Notice of the time, place and object shall be read for two 
successive Sundays next prior to such meeting, in the several 
places in which public worship shall be held by such churches, 
congregations or religious societies respectively on said days, 
and if there shall be no public worship on said successive Sun- 
days in any one of said churches, congregation or societies, 
then such notice may be given by posting copies thereof in at 
least three public places in the township or townships in which 
such several corporations may be located, at least fourteen days 
before the time of such meeting; and one copy of such notice 
shall be posted on the door of the place of worship of each of 
said several corporations, if any such place of worship it has; 

4. At a meeting thus called, articles of association shall be 
entered into by not less than three discreet persons of full age, 
from each of such several corporations to be consolidated, and 
all the members of such corporations present at such meeting, 
shall have the privilege of signing such articles of association; 

5. After such articles of association for the purpose of such 
consolidation shall have been signed as above provided, said 
meeting shall elect not less than five nor more than nine trus- 
tees of such new corporation. 


31. Record of articles incorporates. Powers.—4644. 
When such new articles of association entered into in accord- 
ance with the provisions of the preceding section, shall have 
been recorded in the office of the county clerk as provided in 
section six of this act, such separate corporations shall thereby 
become consolidated and merged therein, and the corporation 
thus formed shall thereupon succeed to, and become the legal 
owner of all the property both real and personal of such sepa- 
rate corporations, and shall also be liable for all the obligations 
before incurred by such several corporations. 


MICHIGAN. Ig! 


32. Property of dissolved church controlled by de- 
nomination.—4645. When any church which has worshiped 
in connection with any religious society formed under the pro- 
visions of this act, shall have voluntarily dissolved its church 
organization, such religious society shall also be dissolved, and 
the trustees thereof shall hold the property of such society in 
trust to be disposed of by them, and the proceeds thereof shall 
be paid over to such religious organizations as shall be desig- 
nated by the vote of the conference association or convention 
with which such dissolved church organization had been con- 
nected. 


33. By-laws for registration of voters.—4646. It 
shall be lawful for any church, congregation or religious society 
to adopt by-laws requiring and regulating the registration of all 
members of such corporation who are entitled to vote at any 
meeting of such church, congregation or society; and in that 
case only those thus registered shall vote. 


APPOINTMENT OF TRUSTEES IN CERTAIN CASES. 


34. Trustees for the denomination, how chosen.— 
4647. That whenever, by the constitution, rules or usages of 
any particular church or religious denomination, trustees are 
tequired of and for such religious denomination, such trustees 
shall be nominated and elected according to the rulesand usages 
of such religious denominations. It shall be the duty of the 
officer presiding over such election to give tosuch trustees a cer- 
tificate of their election, under his hand and seal, specifying the 
name by which such trustees and their successors shall forever 
thereafter be called and known, which certificate shall be ac- 
knowledged or proved by a subscribing witness thereto before 
some officer authorized to take acknowledgments of deeds, and 
the said certificate, with the certificate of acknowledgment or 
proof thereof, shall be recorded by the clerk of the county 
within which the church or place of worship of such congrega- 
tion shall be situated, in a book to be by him provided for that 
purpose, who shall be entitled to ten cents for each folio, for 
recording the same; and thereafter such trustees and their suc- 
cessors shall be a body corporate, by the name expressed in such 
certificate, with all the rights, powers, and privileges of other 
religious corporations constituted according to law. 


35. Other acts repealed.—4648. All acts or parts of 
acts conflicting with the provisions of this act are hereby 
17 


A> 
Va 
La 
< 
‘ 
€ 


repealed, and the Legislature shall have power to amend or 
repeal this act at any time hereafter, at its discretion. 


192 RELIGIOUS CORPORATIONS, 


36. Legal organization presumed after ten years.— 
4649. ‘That whenever any religious society or corporation shall 
have exercised the franchises and privileges of a corporation for 
the term of ten successive years, the same shall be presumed 
to have been legally organized in pursuance of the laws of this 
State. 


CHANGE OF CORPORATE NAME 


37. How changed.—4650. That when any church or 
religious society shall desire to change its corporate name, the 
same may be done by a vote of two-thirds of the society, con- 
ference, vestry, session, synod, or official board, so desiring to 
change its name as aforesaid, present and voting at a regular 
meeting of the same; previous notice having been given of such 
proposed change at least twenty (20) days before such meeting. 


38. Certificate of vote.—4651. Whenever such vote 
shall be taken, the clerk or secretary of the meeting shall make 
a certificate of the fact, which certificate shall be countersigned 
by the presiding officer of the meeting, rector, presiding elder, 
or minister, and this certificate shall be acknowledged before 
some officer authorized to take acknowledgment of deeds. 


39. Record of certificate validates change.— 4652. 
Such certificate shall be recorded in the office of the county 
clerk for the county in which such society is located, and when 
‘so recorded the said society shall be known in law by the new 
name, and shall be entitled to all the rights and privileges of the 
original society as it regards property, real and personal, deeds 
and franchises, and shall be subject to and liable for all debts 
and obligations of the corporation by the former name, the same 
as if the name had not been so changed. 


INCORPORATION OF ECCLESIASTICAL BODIES. 


40. How incorporated.—4653. That whenever any ec- 
clesiastical association, conference, convention, convocation, 
presbytery, synod, or any religious society in which three or 
more regularly organized churches are represented, shall desire 
to enjoy corporate rights and powers, they may, by resolution 
entered on their minutes, declare their purpose to become in- 
corporated, and may express therein the name by which they 
may desire to be known and the. object of such incorporation, 


which shall not be repugnant to any law of this State or of the 
United States; and whenever a copy of such resolution, duly 
attested by the presiding officer and secretary, or clerk of the 
meeting at which the same was adopted, together with a copy 

_ of the organic law by which such association or other herein- 
before mentioned body or society is governed, shall be deposited 
in the office of the secretary of State; thereupon such associa- 
tion or other religious body or society as aforesaid, shall be a 
body corporate by the name which shall be expressed in said 
resolution, with all the powers and privileges, and subject to all 
the provisions and restrictions, applicable in chapter fifty-five 
of the Revised Statutes of eighteen hundred and forty-six.* 


MICHIGAN. 193 


41. Corporation may hold property. Limit. Pur- 
poses.—4654. Any such corporation may hold real and per- 
sonal estate, not exceeding in value one hundred thousand 
dollars, to be devoted exclusively to the diffusion of religious 
principles and the building up of churches, Sunday-schools and 
other religious objects, and the establishment and maintenance 
of religious societies or churches. 


42. Reporton property. Name, how changed.—4655. 
Any corporation formed under this act shall, whenever required 
by the attorney general, secretary of State, or either house of 
the State Legislature, report a full statement of its real and 
personal estate, exhibiting all its financial affairs; which shall, 
within a reasonable time after demand, be filed in the office of 
the secretary of State, and said corporation may, by a vote of 
two-thirds of all the members, at any time change the name 
thereof. Notice of such change shall be forthwith filed in the 
office of the secretary of State, and such change, when made, 
shall in nowise affect the liability of such corporations for any 
debts or obligations due, or (to) become due, from it. 


EXERCISE OF CoRPORATE Powers BY Reticious ASSOCIATIONS, 


43. How incorporated.—4656. That when there is or- 
ganized within this State any diocese, synod, conference, dis- 
trict or other organization, being an association of congregations 
or societies of a religious denomination, which shall desire to 
possess corporate powers in order to effectuate the purposes of 
such organization, such diocese, synod, conference, or board of 
district stewards, at a meeting thereof, held and conducted ac- 
cording to the rules and regulations of such organization or 

*See No. 55, Section 4860, seq., p. 195. 


194 RELIGIOUS CORPORATIONS. 


association, there being present at such meeting a majority of 
the members constituting such organization, may elect trustees 
in number not more than nine nor less than three, and also 
designate the corporate name by which such trustees and their 
successors in office shall be known. 


44. Certificate of election when recorded to be evi- 
dence of incorporation.—4657. It shall be the duty of the 
officer presiding over such election to give to such trustees a 
certificate of their election under his hand and seal, specifying 
the name by which such trustees and their successors shall 
thereafter be known. Such certificate shall be acknowledged 
by the person making the same before some officer authorized 
to take acknowledgments of deeds, which certificate and the 
acknowledgment thereof shall be recorded by the county clerk 
of the county in which such meeting was held, in a book pro- 
vided for such or similar purpose; such clerk shall be entitled 
to receive ten cents for each folio for recording the same; and 
thereafter such trustees and their successors shall be a body 
corporate by the name expressed in such certificate; they and 
their successors shall hold their offices for the term of one year, 
or until the organization or association first making such elec- 
tion elect others to succeed them; and a certified copy of the 
record of said certificate under the seal of the county clerk 
where the said record is made and kept shall be received as 
prima facie evidence of the due existence and incorporation of 
such association in all courts in this State. 


45. Seal. Powers. Conveyances.—4658. Such trus- 
tees may have a common seal, and may alter the same at pleas- 
ure, and by their corporate name may take into their posses- 
sion, hold, and enjoy all the property, real and personal, pur- 
chased for, devised, granted, or conveyed to them for the use 
and benefit of such religious organization; they may also, in 
such corporate name, sue and be sued in all courts, recover and 
hold all debts, demands, rights, and privileges, and when such 
organization shall order by vote, at a meeting thereof, a ma- 
jority of all the members composing such organization being 
present and voting therefor, such trustees may sell and convey, 
mortgage or lease any real estate belonging to such organiza- 
tion, or held by them as such trustees. And in every case of 
sale, conveyance, or incumbrance of real estate, said trustees 
shall cause to be filed in the office of the register of deeds of 
the county in which such real estate is situated, a copy of the 


MICHIGAN. 195 


acts of said association authorizing such sale, conveyance, or 
incumbrance, duly certified by the secretary of said association, 
to be a true copy of said proceedings and the whole thereof; 
and said certified copy of said proceedings, with the said cer- 
tificate, and the certificate mentioned in section two of this act,* 
may be recorded in the office of the register of deeds of the 
county where said real estate is situated. And when so recorded 
the said record or a certified copy thereof made by the said reg- 
ister of deeds aforesaid, shall be received as prima facie evi- 
dence of all the facts and acts of such association as appears 
in said record, in all courts in this State. 


Cuap. CLXXII. Incorporation or PRESBYTERIAN CHURCHES. 


46. Certificate of organization, contents of.—4671. 
That whenever any church, the government of which, by its 
constitution and usages, is vested in ruling elders, shall desire 
to have and possess corporate powers and privileges, the ses- 
sion or consistory of such church may execute and acknowl- 
edge, before any officer authorized to take acknowledgments of 
deeds, a certificate which shall contain: 

1. The name of the proposed corporation; 

2. The township, or city and county in which it is located; 

3. The election of such church, whether the corporate power 
shall be vested in the ruling elders and deacons thereof, or in 
the deacons alone, and whether the pastor of such church shall 
or shall not be a member of such corporation; 

4. The election of such church, whether the acts of the 
officers named in the exercise of their corporate power, shall or 
shall not be subject to be reviewed by the higher judicatories 
of the church, in the mode prescribed by the constitution and 
usages thereof. 


47. Record of certificate incorporates.—4672. Such 
certificates shall be signed by at least a majority of such session 
or consistory, and when duly acknowledged by the signers 
thereof, shall be recorded in the office of the county clerk of the 
county named therein; and thereupon the pastor, ruling elders 
and deacons, the pastor and deacons, or the deacons, as the case 
may be, shall become a corporation by the name expressed in 
said certificate, but a vacancy in the office of pastor shall in no 
degree affect said corporation. 


*See No. 44, Section 4657, p. 194. 


196 RELIGIOUS CORPORATIONS. 


48. When only one deacon, elders to be members.— 
4673. If, in any case where the corporate powers are vested in 
deacons alone, their number shall be diminished to less than 
two in office and residing within the bounds of the congrega- 
tions, then during such time the ruling elders of such church 
shall be members of said corporation. 


49. Who to be members of corporation.—4674. Any 
person who shall become duly invested with the office of pas- 
tor, ruling elder or deacon, in any particular church, shall be- 
come amember of the corporation erected for that church, sub- 
ject to the election of the church, as determined under the pro- 
visions of the first section of this act,* and the corporate func- 
tions of all officers shall cease on the vacation of the ecclesias- 
tical office. 


50. Corporation without officers not to be dissolved. 
— 4675. If it shall happen that any church whose officers have 
been incorporated under this act, shall be temporarily without 
officers, such corporation shall not for that cause be dissolved, 
but the presbytery or classes (classis) to which the church be- 
longs may appoint trustees to execute the functions of such 
corporation during the existence of the disability, but no 
longer. 


51. Existing corporations may organize under this 
act.—4676. The congregation of any church, of the descrip- 
tion named in the first section of this act, the trustees of which 
have been incorporated under any law of this State, may elect 
to dissolve their existing organization, and take corporate 
powers under this act; Provided, That the consent of two-thirds 
of all persons present at a public meeting, and who are entitled 
to vote for trustees under such law be obtained, of which meet- 
ing due notice of the time and place, and object thereof, shall be 
given in the manner prescribed by section two thousand and 
twelvet of the Compiled Laws; if such consent shall be obtained, 
a certificate thereof shall be executed and acknowledged by the 
presiding officer and secretary of such meeting, and shall be 
recorded in the office of the clerk of the county where the orig- 
inal certificate of incorporation was recorded; and on compli- 
ance with the provisions of this act, providing for the creation 
of such corporations, all the property, powers, duties, trusts and 
obligations of every kind, possessed by or pertaining to the 


* See No. 46, Section 4671, p. 195. } See No. 7, Section 4620, p. 182. 


MicuHican. 197 


. original corporation, shall be transferred to and become vested 
in the corporation organized for the same church under this act. 


52. Powers.—+4677. Every corporation created under this 
act, may sue and be sued, in all courts and places, may have 
'_ acommon seal, and may alter the same at pleasure, may take 
into their possession and custody all the temporalities of the 
church or congregation, whether the same shall consist of real 
or personal estate, and may recover and hold all debts, de- 
mands, rights and privileges, all churches, buildings and bury- 
ing places belonging to the church or congregation, in whatever 
manner the same may have been acquired, or in whose hands 
soever the same may be held, as fully and amply as if the right 
and title thereto had been originally vested in such corporation, 
and may hold such an amount of real estate as shall be reason- 
ably necessary for a church, lecture or school room, for burying 
places, and for dwellings for the ministers thereof, but it shall 
not be lawful for such corporation to hold real estate for any 


other purpose. 


53. May erect churches, etc.—4678. Every corporation 
created under this act, shall also have authority under the direc- 
tion of the congregation, to erect churches and meeting houses. 
dwelling houses for their ministers, and other buildings for the 
legitimate use of the church or congregation, and to alter and 
Tepair the same, and also, under the direction of the congrega- 
tion, to execute and acknowledge any obligations and securities 
upon the property of such church or congregation for the pay- 
ment of just liabilities, which may be created in the erection or 
repair of such church, meeting house or other buildings. 


54. Salary of minister.—4679. No corporation created 
under this act shall have the power to fix the salary or compen- 
sation to be paid any minister, but the same shall be fixed by 
the congregation, according to the constitution and usages of 
such church. 


Cap. CXCI.* Gewerat Provisions RELATING TO 
CorpPoraTIons. + 


55. Powers.—4860. All corporations shall, when no 
other provision is specially made, be capable, in their corporate 
mame, to sue and be sued, appear, prosecute and defend ali 


* Omitted sections apply to corporations for profit. 
+See No. 40, Section 4553, p. 193, and No. 6g, Section <722, p. 20. 


198 RELIGIOUS CORPORATIONS, 


actions and causes to final judgment and execution, in any courts 
or elsewhere; to have a common seal, which they may alter at 
pleasure; to elect, in such manner as they shall determine to be 
proper, all necessary officers, and fix their compensation, and 
define their duties and obligations; and to make by-laws and 
regulations consistent with the laws of the State, for their own 
government, and for the due and orderly conducting of their 
affairs, and the management of their property. 


56. By-laws, contents of.—4861. All corporations may, 
by their by-laws, where no other provision is specially made, 
determine the manner of calling and conducting their meet- 
ings, the number of members that shall constitute a quorum, 

. the tenure of office of the several officers; .... but 
no such by-laws shall be made by any corporation, repugnant 
to the provisions of its charter. 


57. First meetings.—4862. The first meetings of all 
corporations, unless otherwise provided for in the acts under 
which they are incorporated, or in their articles of association, 
shall be called by a notice, signed by one or more of the mem- 
bers or persons associating to form the corporation, setting 
forth the time, place and purpose of the meeting; and such 
notice shall, at least twenty days before the meeting, be de- 
livered to each member, or published in some newspaper of 
the county where the corporation shall be established, or if no 
newspaper be published in the county, then in a newspaper pub- 
lished in an adjoining county, or in the city of Detroit. 


58. Special meeting may be called by justice.— 
4863. Whenever, by reason of the death, absence, or other 
legal impediment of the officers of any corporation, there shall 
be no person duly authorized to call or preside at a legal meet- 
ing thereof, any justice of the peace of the county where such 
corporation is established may, on a written application of three 
or more of the members thereof, issue a warrant to either of 
the said members, directing him to call a meeting of the cor- 
poration, by giving such notice as shall have been previously 
required by law; and the justice may, in the same warrant, 
direct such person to preside at such meeting until a clerk shall 
be duly chosen and qualified, if there shall be no other officer 
present legally authorized to preside thereat. 


59. Meetings by unanimous consent valid.—4864. 
When all the members of a corporation shall be present at any 


MICHIGAN. 199 


meeting, however called or notified, and shall sign a written 
consent thereto on the record of such meeting, the doings of 
such meeting shall be as valid as if legally called and notified. 


60. Consent meetings, powers of.—4865. The mem- 
bers of such corporation, when so assembled, may elect officers 
to fill all vacancies then existing, and may act upon such other 
business as might lawfully be transacted at regular meetings of 
the corporation. 


61. Power to hold lands. Amendments to articles. 
—4866. Every such corporation may hold land to an amount 
authorized by law, and may convey the same.... And 
such corporation may at any time amend its articles of associa- 
tion, by filing amended articles of association in the office of 
the secretary of State, which said amended articles of associa- 
tion shall be made in all respects consistent with the provisions 
of the act or acts under which such corporation may be organ- 
ized, and shall be executed by said corporation under its corpo- 
tate seal, and by stockholders of said corporation owning at 
least a majority of all the capital stock of said corporation, 
under their seals, and duly acknowledged. 


62. Dissolved corporations to continue three years. 
—4867. All corporations whose charters shall expire by their 
own limitation, or shall be annulled by forfeiture or otherwise, 
shall nevertheless continue to be bodies corporate, for the term 
of three years after the time when they would have been so 
dissolved, for the purpose of prosecuting and defending suits 
by or against them, and of enabling them gradually to settle 
and close their concerns, to dispose of and convey their prop- 
erty, and to divide their capital stock; but not for the purpose 
of continuing the business for which such corporations have 
been or may be established. 


63. Charters since 1839 may be repealed. Excep- 
tion.— 4879. Every act of incorporation passed since the twen- 
tieth day of April, in the year one thousand eight hundred and 
thirty-nine, or which shall be hereafter passed, shall at any 
time, be subject to amendment, alteration or repeal, at the 
pleasure of the Legislature, Provided, That no act of incorpo- 
ration shall be repealed, unless for some violation of its charter 
or other default, when such charter shall contain an express 
provision limiting the duration of the same. 


200 RELIGIOUS CORPORATIONS. 


TirTLe XXXII. Cuarp. CCLXXXII. Tue VotuntTary Dissouu- 
TION OF CORPORATIONS, AND OF THE ABATEMENT OF SUITS 
BY AND AGAINST THEM.* 


64. Provisions for dissolution, etc., inapplicable to 
religious corporations.—8207. The provisions of this chapter 
shall not extend to any incorporated library or lyceum society; 
to any religious corporation, or to any incorporated academy or 
select school; nor to the proprietors of any burying ground in- 
corporated under the laws of this State. 


GENERAL STATUTES, Vol. 3S. Supplement, 1889. 


Cuap. CLXXa@. CorRPoORATIONS FOR ESTABLISHING RELIGIOUS 
SOCIETIES AND SABBATH-SCHOOLS. 


65. Who may incorporate.—4658a2. That any seven 
or more persons, of full age, who shall associate for the purpose 
of establishing churches, religious societies, and Sabbath- 
schools, and providing for the support thereof, may form them- 
selves into a corporation under such name as they shall adopt 
in their articles of association. 


66. Record of articles incorporates.—4658+. The 
articles of association shall be executed in duplicate, by the 
persons so associating themselves together, and shall be ac- 
knowledged by them before some person authorized by the laws 
of this State to take acknowledgment of deeds, one of which 
duplicates shall be filed and recorded in the office of the secre- 
tary of State, and a record shall be made of such articles, or a 
certified copy thereof, in the clerk’s office of the county in which 
the original incorporators, or a majority thereof, reside, and 
thereupon the persons so executing the said articles, and such 
persons as may hereafter, according to the provisions of such 
articles, become associated with them, shall become and be a 
body corporate, for the purposes set forth in such articles. 


67. Articles, contents of.—46s58c. The articles of as- 
sociation shall contain: ; 

1. The names and places of residence of the persons asso- 
ciating in the first instance; 

2. The name of the corporation, and the period for which 
it is incorporated, not exceeding thirty years; 

3. The objects for which it was organized; 


* Sections 8174 to 8211. 


MICHIGAN. 201 


4. The qualifications of members, and the manner in which 
persons may thereafter become members of such corporation, 


68. Powers. Limit and purposes of property.—4658d. 
Such corporation shall have all the privileges, and be sub- 
ject to all the duties of a corporation, according to chapter fifty- 
five, of the revised statutes of eighteen hundred and forty-six,* 
so far as the same shall be applicable, and not inconsistent with 
the provisions of this act, and may hold and possess real and 
personal property, but the value of the real property held thereby 
shall not exceed fifty thousand dollars, and the property thereof 
shall not be used for any purpose other than the legitimate busi- 
ness of the association, as provided in its articles of association. 


Cuap. CLXXVIIJ. Incorporation or Reticious Associa- 
TIONS, CONVENTIONS AND CONFERENCES. 


69. How incorporated.—4722. It shall be lawful for 
any number of persons, not less than nine, who may be desir- 
ous of forming themselves into an association, convention, con- 
ference, or religious body, and who shall sign articles of asso- 
ciation for that purpose, to assemble together at such places as 
they may select, and by a majority vote, by ballot, elect any 
number of discreet persons, not less than three nor more than 
nine in number, as trustees, to take charge of the property be- 
longing to, and to transact all the affairs relative to, the tempo- 
ralities of such association, convention, conference or religious 
body, with power to lease, give, grant and convey such prop- 
erty, real and personal, by proper lease, deed or other instru- 
ment in proper form when thereunto authorized by a two-thirds 
majority vote of the members of such corporation present and 
voting thereon at any annual meeting of such corporation, ora 

special meeting called for that express purpose, and with all the 
powers and privileges and subject to all the provisions and re- 
strictions in chapter fifty-five of the general laws of one thou- 
sand eight hundred and forty-six, being chapter one hundred 
and ninety-one of Howell’s Annotated Statutes. + 


70. Limitations upon property. Taxation.—4723. 
Said corporation may hold real and personal estate, not exceed- 
ing in value five hundred thousand dollars, to be devoted exclu- 
sively to the publication, issue and diffusion of Christian knowl- 
edge by missionaries, publications and such other means, agen- 
cies and instrumentalities as are necessary therefor; Provided, 


*See p. 195. t See p. 195. 


202 RELIGIOUS CORPORATIONS, 


That all property of such corporation (except houses of public 
worship used and occupied as such), shall be subject to taxa- 
tion the same as other real and personal estate, and shall be 
used only for the legitimate purposes of such corporation, and 
to secure the objects of its incorporation. (Asamended by Laws 
of 1885, p. 20.) 


71. Report of affairs.—4724. Any corporation formed 
under this act shall, whenever required by the attorney-general, 
secretary of State or either House of the State Legislature, report 
a full statement of its affairs to the officer or house requiring 
it. (As amended by Laws of 1885, p. 26.) 


72. Articles to be filed, and are evidence.—472s. 
Such articles of association may be executed singly or in dupli- 
cate, and shall be acknowledged before some officer authorized 
to take acknowledgments of deeds, and the original articles so 
acknowledged, or one of such duplicate originals, shall be filed 
in the office of the secretary of State; and either of such origi- 
nal articles, or a copy of the same certified by the secretary or 
deputy secretary of State, shall be receivable in all courts as 
evidence of such incorporation. 


73. Articles, contents of. Conditions of trusts.—4726. 
The articles of association shall set forth the purposes of the 
incorporation, and the mode of selection and term of office, as 
well as the general powers of the trustees, and may provide for 
the first board by name instead of by future election, if desired. 
Said articles may also provide in addition to the general pur- 
poses of incorporation, for such corporations acting as auxiliary 
to any religious conference, synod or convention in the State of 
Michigan, incorporated or unincorporated, and for the choice 
of trustees, in whole or in part, by such conference, synod or 
convention. Said articles may also provide for the receiving 
and executing of trusts for the general purposes of incorpora- 
tion, within the meaning of this act, as well as trusts for the 
benefit of such religious conference, synod or convention; but 
all trusts for the benefit of conference, synod or convention 
shall be for purposes to be executed and expended within the 
State of Michigan. (Amended by Laws of 1885, p. 20.) 


Cuap. CLXXVIIIa. CorPoRATIONS FOR THE DIFFUSION OF 
MorAL AND RELIGIOUS KNOWLEDGE AND INSTRUCTION. 


74. Who may incorporate.—4726a. Any number of per- 
sons, not less than nine (9), being members of some religious 


MIcHIGAN. 203 


body of this State, whether such body be incorporated or not, 
may cause the trustees hereinafter described, and their succes- 
sors, to be a body corporate with the powers and franchises and 
subject to the regulations hereinafter specified. 


75. Method of incorporation. Articles to be evi- 
dence.—4726/. The said persons agreeing to establish such 
corporation shall unite in signing articles of association, either 
singly or in duplicate, and acknowledge the same before some 
officer of this State authorized to take acknowledgment of 
deeds, and shall cause such articles to be recorded at the expense 
of the corporation in the office of the secretary of State. Either 
set of said original articles, or any sc‘ of the articles as amended 
as hereinafter provided, or a copy thereof certified by the sec- 
retary or deputy secretary of State, with the time, liber, and 
page of record, shall be receivable in all courts of this State as 
prima facie evidence of the due formation, existence, and ca- 
pacity of such corporation in any suit or proceeding brought by 
or against the same. 


76. Articles, contents of.—4726c. The articles shall 
specify: 
1. The name of the corporation; 
. The place where its principal office is located; 
The object of the corporation; 
. The amount of real estate it may own; 
The amount of personal property it may own; 
The number of the trustees and their names and resi- 


ARR S 


dences; 

7. The name and denomination of the religious body to 
which the promoters who sign the articles belong, or in case of 
an existing association coming in under this act, pursuant to 
the provisions of section twelve,* the name and denomination 
of the religious body with which the trustees who sign such new 
articles are connected, and in either case, whether such body is 
incorporated or not; 

8. The duration of the corporation under this act; 

g. And such other things as are deemed expedient by those 
who execute the articles, and are not inconsistent with the con- 
stitution and laws of this State or of the United States, or of 
any provision of this act. 


77. Limitations upon property. Property in other 
countries.—4726¢. Said corporation may own real estate not 


*See No. 84, Section 4726, p. 206. 


204 RELIGIOUS CORPORATIONS. 


exceeding in value five hundred thousand dollars, and personal 
property not exceeding in value five hundred thousand dollars, 
which real estate and personal property shall be used exclusively 
for the diffusion of moral and religious knowledge and instruc- 
tion by the best methods known to the trustees and available to 
them. Said corporation may also, for the uses and purposes 
contemplated by this act, acquire, possess, hold, and convey 
real and personal property in any foreign State or country to an 
amount not forbidden by the constitution or laws of such foreign 
State or country. 


78. Church building only, non-taxable.—4726¢. All 
property of any such corporation actually within this State (ex- 
cept houses of public worship, used and occupied as such) shall 


be subject to taxation the same as other property of the same 
kind. 


79. Loan, gifts, and trusts.—4726f That said corpora- 
tions may be able to effectuate the objects for which they are 
allowed to be established it is hereby expressly provided that 
they may receive and apply thereto all such loans, gifts, and 
advances, and accept and execute such trusts in aid thereof as 
may be offered for such purpose; Provided, That the value of 
the property at any time owned by any such corporation shall 
not exceed the limit hereinbefore specified. 


80. Trustees, election and terms of office.—4726¢. In 
the case of an original corporation under the provisions of this 
act the first trustees shall be designated in the articles, and they 
shall hold until the first regular meeting of the religious body 
to which the signers of the articles belong, and until the succes- 
sors of such trustees are chosen and appear to take their places. 
Thereafter the whole number of trustees shall be elected at 
each annual meeting of such religious body by the legal voters 
thereof, and in accordance with the usages of said body, and 
the trustees so elected shall succeed and enter upon their duties 
at such time after their election as shall be fixed by by-law, or 
if not so fixed, then at such time as shall be prescribed by said 
religious body. 


81. Records to be kept.—4726%. It shall be the duty of 
every such corporation to keep and preserve full and correct 
records of all its proceedings, relating to trusts confided to it, 
and to the state, management, and disposition of its property 
interests; and it shall also be the duty of the religious body 


MICHIGAN. 205 


with which the corporation is connected to keep and preserve 
a correct account of all its doings relative to the corporation. 
Such records shall at all times be subject to inspection by each 
house of the legislature, by the governor, the secretary of 
state and the attorney-general. 


82. Powers. By-laws.—47262. Every corporation un- 
der this act shall have capacity to sue and be sued in its corpo- 
rate name, to have a corporate seal and alter the same at pleas- 
ure; to appoint such officers, ministers, missionaries, delegates, 
agents and servants as shall be thought proper, and prescribe 
their powers, duties and obligations, and fix their compensa- 
tion, and make regulations for their change or removal; to or- 
dain all such reasonable by-laws and rules compatible with the 
constitution and laws of this State and of the United States, 
and with the provisions of this act, for the ordering and con- 
duct of its affairs, and the management and disposal of its 
property, and the performance of all its duties, and the execu- 
tion of all the trusts confided to it, as may be best; and to have 
and exercise all the powers appropriate and requisite to carry 
into effect the objects for which it was formed. In case it shall 
be considered expedient the by-laws may provide that trustees 
may be allowed to vote or act by proxy, when necessary, on 
occasions of urgency, but any such by-laws shall precisely de- 
fine the occasion for such vote or action, and the manner of 
proceeding. A copy of the by-laws in operation at any time, 
or of any particular by-law or by-laws, whether still in opera- 
tion or otherwise, certified under the seal of the corporation and 
verified by the oath of one or more of the trustees shall be re- 
ceivable as prima facie evidence in all cases or proceedings in 
which the original would be receivable. A copy of the by-laws 
in force should always be kept in the principal office of the cor- 
poration, and shall be open to public inspection. 


83. Failure to elect trustees does not impair. 
Vacancies.—47267. If for any cause there shall be a failure 
to elect trustees by the time specified therefor the corporation 
shall not by reason thereof be in any manner impaired, but the 
trustees then in office shall hold until successors are elected and 
appear to assume office; and in case of vacancy occurring inany 
year the remaining trustees shall immediately fill it by appoint- 
ment under their hands, and such appointee shall hold during 
the remainder of the term, and until the election of a successor 
and his appearance to assume office. 


206 RELIGIOUS CORPORATIONS. 


84. Method of reincorporation.—4726%. If the relig- 
ious body having authority to elect trustees for a corporation 
hereunder shall desire to continue the objects of such corpora- 
tion, it may within two years next before the end of such cor- 
poration, whether it be by lapse of time or otherwise, under the 
authority and regulations of this act, elect such persons as it may 
prefer to form articles and organize a new corporation for the 
same object, to be the successor thereof; and in the formation 
of such new corporation, it shall, on the expiration of its prede- 
cessor, be absolutely vested with all the property and property 
interests thereof and under the like conditions, and be subject 
to all the debts, trusts, liabilities, and obligations of such old 
corporation. And in order to have convenient evidence of 
ownership, and facilitate the tracing of titles, the trustees of 
the old corporation, or a majority thereof, shall immediately 
give proper instruments to the new corporation, declaring the 
transfer, and as far as practicable describing the property or 
property interests in question. Any such religious body may 
have at the same time one acting corporation hereunder, and 
one corporation instituted to be its successor, but no more. In 
case no succeeding corporation shall be provided the property 
interests shall escheat to the State subject to all debts, duties, 
liabilities and obligations of the expired corporation. 


85. Corporations existing under Chap. clxxviii, 
may reincorporate.—4726/. Any corporation, in fact, going 
on under chapter one hundred and seventy-eight* of Howell’s 
Annotated Statutes of Michigan, as amended, whether regularly 
constituted, or otherwise, may be a corporation under this act, 
and have the powers and franchises and be subject to the re- 
strictions, conditions and regulations prescribed hereby, and 
cease to be a corporation under said chapter, and cease to be 
subject to the provisions thereof. Such transition shall be 
effected as follows: The trustees or at least two-thirds thereof, 
shall declare by resolution in favor of such change, and shall 
thereupon execute and acknowledge articles as directed herein, 
and shall append thereto a statement of the amount of property 
owned by the corporation according to the knowledge and 
belief of said trustees, which statement they shall verify by 
their oaths; and said resolution, articles and statement shall be 
recorded in the office of the secretary of State, and thereupon 
the transition shall be complete, and said corporation shall be a 


*See p. 201. 


MICHIGAN. 207 


corporation under this act. No right, no trust, debt, duty, 
liability or obligation shall be impaired by such change, neither 
shall the term of existence previously fixed for the corporation 
be enlarged, nor the object be extended. Said articles, resolu- 
tion and statement, or a copy thereof duly certified by the sec- 
Tetary or deputy secretary of State, with the time, liber, and 
page of record, shall be receivable in all the courts of this State 
as prima facte evidence of the due transition of such corpora- 
tion from its former organic act to this act, and of its due for- 
mation, existence and capacity hereunder. 


86. Articles, how amended.—4726m. Any corporation 
under this act may amend its articles by filing in the office of 
the secretary of State the whole articles at length as amended, 
executed under the corporate seal by at least two-thirds of the 
trustees, and supported by the affidavit of such trustees, stating 
that according to their belief such amendment is for the inter- 
ests of the corporation and not prejudicial to the just rights of 
any one, and is in accordance with the desire of a majority of 
the voters of the religious body having the appointment of the 
trustees. No such amendment shall alter the object of the 
corporation or enlarge the time previously fixed for its continu- 
ance. 


87. Reports to State officers.—4726”. Any corporation 
existing under this act shall, whenever required by either house 
of the Legislature, or by the governor, secretary of State, or 
attorney-general, report a full statement to the house or officer 
Tequiring it, of such of its affairs as shall be specified in the 
request. 


CuHap. CLXXIXa. Retvicious Societies AUTHORIZED TO RE- 
CEIVE Girts AND BEQUESTS OF MONEY FOR INVESTMENT. 


88. Bequests for minister’s salary, how held. Limit. 
—4727a. That the trustees, vestrymen, consistory, or other gov- 
erning body of any religious society incorporated under the laws 
of this State, may in their corporate name receive gifts and 
bequests of money for investment upon bond and mortgage 
when the interest uf such investment is to be applied in pay- 
ment or part payment of the salary of the minister, priest, rec- 
tor, parson or clergyman of such religious society; Provided, 
That sums of money, mortgages, or investments so held by any 


such society shall not exceed the sum of ten thousand dollars at 
18 


= 


208 RELIGIOUS CORPORATIONS. 


any one time, and shall be invested by the trustees, vestrymen, 
consistory, or other governing body in their corporate name 
upon bond secured by mortgage upon unincumbered real estate, 
worth at least double the amount loaned thereon. 


REORGANIZATION OF CORPORATIONS FOR RELIGIOUS, CHARI- 
TABLE, BENEVOLENT AND EDUCATIONAL PURPOSES. 


89. Charter, how extended. Exceptions.—49o04c. It 
shall be lawful for any corporation or association organized for 
religious, charitable, benevolent or educational purposes, whose 
corporate term of existence has expired, or may hereafter ex- 
pire by limitation, at a special meeting of its trustees, or other 
proper persons, called for that purpose, to direct the continu- 
ance of its corporate existence for such further term, not ex- 
ceeding thirty years from the expiration of its former term, to 
be expressed in a resolution duly recorded in a book of (record) 
recorded for that purpose, and by complying with existing laws 
relative to conditions precedent to the exercise of corporate 
rights. Such meeting shall be called in accordance with the 
by-laws of the corporation or association whose term of exist- 
ence is sought to be extended, and the laws of the State then 
applicable to the same class of corporations or associations 
whose term has not expired. Upon the adoption of such (reso- 
lution) resolutions duly recorded, by the trustees, or other 
proper persons, in the case of a corporation or association the 
corporate existence of which is about to expire by limitation of 
law, or by the trustees or other proper persons, in the case of a 
corporation or association, the corporate existence of which has 
expired by limitation of law, acting in due legal capacity, de jure 
or de facto, it shall! be the duty of the proper officers or per- 
sons to make, sign and acknowledge duplicate articles of asso- 
ciation or incorporation, as in case of a new association or cor- 
poration, to which shall be appended a copy of the proceedings 
of such meeting certified to by the person acting in the capacity 
of secretary of such association or corporation, and verified by 
his oath, one copy of which shall be filed with the secretary of 
State, and the other copy with the county clerk of the county 
where such corporation or association is located and both of 
such copies to be recorded in such respective offices at the ex- 
pense of such corporation or association. A certified copy of 
such record shall be przma facie evidence of the facts therein 
recited: Provided, That this act shall not be applicable to any 


MICHIGAN, 209 


corporation or association whose term may expire after this act 
takes effect, unless such meeting shall be held within two years 
after such expiration ; nor to any corporation or association 
whose business has been or may be hereafter wound up and its 
property sold pursuant to the action and under the order of any 
court of competent jurisdiction. 


90. Powers and liabilities.—4904¢d. The renewed term 
ef such corporation or association shall begin from the expira- 
tion of the former term thereof, and the corporation or associa- 
tion thus renewed shall hold and own all of the property held 
and owned by such corporation or association before its renewal, 
and shall be liable to all its debts, liabilities, and obligations, as 
fully as if its former corporate term had not expired; and the 
officers thereof, who were such de jure or de facto at the time 
of such meeting, shall hold and continue in their offices until 
their successors shall be duly elected and qualified: Provided, 
That in case of the reorganization of any college or other edu- 
cational corporation or association under provisions of this act, 
none of the faculty of such college or other educational corpo- 
ration or association, except the president thereof, shall be 
elected as a member of the board of trustees of such college, 
educational corporation or association. 


PARTICULAR DENOMINATIONS. 


91. Special provision is made for the following churches: 
Protestant Episcopal, chap. 171, sections 4659 to 4670; 
Presbyterian, chap. 172, sections 4671 to 4679; 

Reformed Protestant Dutch, chapter 173, sections 4680 to 4682 ; 
Churches of Christ, chap. 174, sections 4683 to 4695; 

Baptist, chap. 175, sections 4696 to 4707 ; 

Holland Christian Reformed, chap. 176, sections 4708 to 4716. 
Congregational, chap. 176a@, sections 4716a@ to 4716 (General 

Statutes. Supplement); 

Roman Catholic, chap. 179, section 4727, authorizes the Roman 

Catholic bishop of Michigan to hold property. 


AppITions, 1895. 


92. Limit upon number of trustees in large churches. 
—By an act, Apr. 17, 1895, § 4618, of Howell’s Ann. Statutes 
(see No. 5, p. 179), was amended by the insertion after the sen- 
tence ending, ‘‘of such church, congregation, or society,” of the 
words, ‘‘Provided, In case any church or society shall number 


210 RELIGIOUS CORPORATIONS. 


more than four hundred persons, it may not have less than 
three nor more than fifteen trustees.” 


93. Amendment of articles.—Section 4655, of the Stat- 
utes (see No. 42, p. 191), was amended by act, April 17, 1895, 
after the words, ‘‘ two-thirds of all the members,” so as to read, 
‘‘present at any regular annual meeting, change the name 
thereof, or alter or amend its articles of association, in any 
manner not inconsistent with the provisions of this act: Pro- 
vided, That written notice of such change of name, or of such 
alteration or amendment of its articles of association, shall 
have been filed with the secretary at the regular meeting of 
said association, next preceding the one at which action shall 
be taken thereon, or notice of such change, alteration or 
amendment shall be filed with the secretary of such corpora- 
tion, and a copy thereof sent by him at least thirty days before 
the meeting at which action is to be taken thereon, to every 
constituent body belonging to such corporation. Notice of 
such change, or a copy of said alteration or amendment, with a 
certificate attached, signed by the presiding officer and secre- 
tary or scribe of said meeting, shall be forthwith filed in the 
office of the secretary of state, and such change, alteration or 
amendment, when made, shall in no wise affect the liability of 
such corporation for any of its debts, or any obligations due or 
to become due, in its favor.” 


PARTICULAR DENOMINATIONS. 


Baptist: Act of Mar. 8, 1895, provides that women may 
be trustees of Baptist churches. 

Methodist Episcopal: Act of May 4, 1895, makes special 
provision for Methodist Episcopal churches. 


MINNESOTA. 


CONSTITUTION. Article X. 
[In effect, Oct. 13, 1857. ] 


1. Definition of ‘‘corporations.”—1. The term ‘“cor- 
porations,” as used in this article, shall be construed to include 
all associations and joint stock companies having any of the 
powers and privileges not possessed by individuals or partner- 
ships, except such as embrace banking privileges; and all cor- 
porations shall have the right to sue, and shall be liable to be 
sued, in all courts in like manner as natural persons. 


2. General laws to be passed.—z. Nocorporation shall 
be formed under special acts, except for municipal purposes. 


STATUTES, 1894. 
Cuap. XXXIV. Titre IV. ReEticious CorporarTIons. 
(1) ORGANIZATION BY ELECTION OF TRUSTEES, ETC. 


3. How incorporated.—3o022. It shall be lawful for all 
persons of full age, belonging to any church, congregation or 
religious society not already incorporated, to assemble at the 
church or meeting-house, or other place where they statedly 
attend for divine worship, and, by a plurality vote, elect any 
number of discreet persons of their church, congregation or 
society, not less than three nor more than nine in number, as 
trustees to take charge of the estate and property belonging 
thereto, and transact all affairs relative to the temporalities 
thereof. 


4. Election of president. Qualifications of voters.— 
3023. Such church, congregation or religious society may 
choose a president of the said corporation, and of their meet- 
ings, by a vote aforesaid; and at the election provided for in 
this chapter, every person of full age who has statedly wor- 
shiped with such church, congregation or society, and has been 
formerly considered as belonging thereto, is entitled to a vote. 

(211) 


212 RELIGIOUS CORPORATIONS. 


5. Notice of election to be given.—3024. A written 
notice of the time and place when such election shall take place, 
signed by at least five persons entitled to vote thereat, shall be 
posted in some conspicuous spot at or about such place of wor- 
ship at least fifteen days before the day of election, and such 
notice shall be duly entered upon the permanent records of the 
society if the organization be completed. 


6. Meeting for election, how conducted. Certifi- 
cates of election.—3025. The persons, when assembled at 
such time and place, at least five being present, shall organize 
by appointing a chairman and clerk, who together shall receive 
and count the votes, and determine the qualifications of voters, 
and they shall immediately after the election certify under their 
hands and seals the names of the persons elected to serve as 
trustees, in which certificate the name by which the said trus- 
tees and their successors in office shall forever thereafter be 
called and known shall be particularly mentioned and specified. 


7. Certificate to be recorded.—3026. Such certificate 
shall be acknowledged by the persons making the same, or 
proved by a subscribing witness thereto, before some officer 
authorized to take the acknowledgment of deeds, and recorded, 
together with the certificate of such acknowledgment or proof, 
by the register of deeds of the county within which the church 
or place of worship of such congregation is situated, in a book 
provided by him for that purpose, who shall be entitled to re- 
ceive seventy-five cents for such record;* and thereafter such 
trustees and their successors shall be a body corporate, by the 
name expressed in such certificate. 


8. Seal, and custody of property.—3027. Such trus- 
tees may have a common seal, and alter the same at pleasure; 
they may take into their possession and custody all the tempo- 
ralities of such church, congregation or society, whether the 
same consists of real or personal estate, and have been given, 
granted or devised directly or indirectly to such church, con- 
gregation or society, or to any other person for their use. 


9. Powers. Limit upon property.—3028. Such trus- 
tees may also, in their corporate name, sue and be sued in all 
courts and places; and they may recover and hold all the debts, 
demands, rights and privileges, all churches, buildings, burial 


* Section 3391 exempts religious associations from payment of State fees for filing of 
articles. 


MINNESOTA. 213 


places, and all the estate and appurtenances belonging to such 
church, congregation or society, in whatsoever manner the 
same may have been acquired, or in whose hands soever the 
same may be held, as fully and amply as if the right and title 
thereto had been originally vested in the said trustees; and they 
may hold other real or personal estate, and demise, lease and 
improve the same; but the whole of such estate, real and per- 
sonal, shall not exceed the yearly income of three thousand 
dollars, 


10. Repair and erection of churches.—3029. The said 
trustees have authority to repair and alter their churches and 
meeting-houses, and, under the direction of the society or con- 
gregation, erect churches and meeting-houses, and dwelling- 
houses for their ministers, and other buildings for the use of 
their church, congregation or society. 


ll. Regulations for management.—3030. They have 
authority to make rules and orders for managing the temporal 
affairs of such church, congregation or society, and to dispose 
of all moneys belonging thereto; and to order and regulate the 
renting of pews or slips in their churches and meeting-houses, 
and the requisites for the breaking of the ground in the ceme- 
tery or churchyard, and in the said churches or meeting-houses, 
for burying the dead. 


12. Treasurer and clerk.—3031. They may appoint a 
clerk and treasurer of their board, and a collector to collect and 
receive their rents and revenues, and may regulate the fees to 
be allowed to such clerk, treasurer and collector, and may re- 
move them and appoint others in their stead at pleasure; and 
such clerk shall enter all rules and orders made by such trus- 
tees, and payments ordered by them in a book to be procured 
by them for that purpose. 


13. Special meetings. Majority a quorum.—3o32. 
Any two of the trustees may at any time calla meeting of the 
trustees, and a majority of them, being lawfully convened, shall 
be competent to do and perform all matters and things which 
such trustees are authorized to do and perform. 


14. Term of office three years. Annual elections.— 
3033. The said trustees shall hold their offices for three years, 
and until their successors are elected; and immediately after 
their first election, as hereinbefore provided, the said trustees 
shall be divided by lot into three classes, numbered one, two, 


214 RELIGIOUS CORPORATIONS. 


and three; and the seats of the first class shall be vacated at 
the end of the first year, of the second class at the end of the 
second year, and of the third class at the end of the third year; 
and, as near as may be, one-third part of the whole number of 
trustees may be annually chosen. 


15. Notice of new elections.—3034. The clerk of said 
trustees shall, at least fifteen days before the expiration of the 
term of office of any of the said trustees, give notice of the elec- 
tion of their successors, specifying in such notice the names of 
the trustees whose terms of office are about to expire, and the 
time and place of such election, which notice shall be posted as 
required in the first.section of this act; and, in addition to such 
notice, the minister, or some other officer of such church or 
society, shall give public notice of such election to the congre- 
gation at least one week before said election, and the provisions 
of this section shall apply to filling all vacancies by death, resig- 
nation, or removal. 


16. Qualification of voters after first meeting.—3035. 
No person belonging to any such church, congregation or 
society, incorporated under the provisions of this chapter, is 
entitled to vote at any election after the first, until he has been 
an attendant on public worship in such church, congregation or 
society, at least six months before such election, and contri- 
buted to the support of such church, congregation or society, 
according to the usages and customs thereof. 


17. Register of stated hearers to be kept.—3036. The 
clerk of the trustees shall keep a register of the names of all 
such persons as desire to become stated hearers in the said 
church, congregation or society, and shall therein note the time 
when such request was made; and the said clerk shall attend 
all subsequent elections in order to test the qualifications of 
such voters in case they shall be questioned. 


18. Salary of minister to be fixed by church.—3037. 
Nothing in this chapter contained shall be construed to give to 
such trustees the power to fix or ascertain the salary or compen- 
sation to be paid to any minister; but the same shall be ascer- 
tained and fixed by a majority of such society, entitled to vote 
at the election of trustees. 


19. Real estate, how disposed of. Definition of 
“society.”—3033. It shall be lawful for any religious corpora- 


a 


MINNESOTA. 215 


tion, organized under the provisions of this title, by and through 
their trustees, to sell and convey, encumber, or otherwise dis- 
pose of any real estate belonging to such corporation; Provided, 
however, That no such conveyance or encumbrance shall be made 
by the trustees except when first authorized to make the same by 
a resolution of such society, passed at a meeting thereof called 
for that purpose, notice of the time, place and object of which 
shall be given for at least four successive Sabbaths on which 
such society statedly meet for public worship immediately pre- 
ceding the time specified for such meeting; and when any 
teligious society ceases to have stated nieetings for public wor- 
ship, or for any cause is unable to give notice, as above pro- 
vided, of the time.and place of the meeting of such society, 
the said corporation is hereby authorized to make such sale, 
conveyance or encumbrance by and through its trustees, upon 
being authorized so to do by a resolution of such society passed 
at a meeting thereof; notice of the time, place and object of 
which shall be given by said trustees by posting a notice 
thereof, at least ten days before said meeting, in three of the 
most public places in the town, village or city in which said 
society holds or has held its meetings; and proof of the facts of 
such notice, meetings, and resolutions may be made by the affida- 
vits of one of such trustees, or by any of the members of such 
society cognizant of the facts. Such affidavits may be recorded 
at length in the office of the register of deeds of the county 
where the premises are situated, and the same and records 
thereof aforesaid, or certified copies of such records, shall be 
presumptive evidence of the facts therein contained: and Pro- 
vided further, That by the word ‘‘society,” as used in this sec- 
tion, shall be understood the religious body, constituted in accord- 
ance with its own principles of ecclesiastical polity, which forms 
the basis of the corporation designated in this title the church, 
society or congregation, and as contradistinguished from such 
corporation; and no person shall vote at any meeting called as 
aforesaid to authorize the said trustees to sell and convey, 
encumber, or otherwise dispose of any real estate belonging to 
such corporation, who is not a member of such religious body: 
and Provided always, That no such society or religious corpo- 
Tation shall in any manner other than as provided by the denom- 
inational rules and articles of association of such religious 
society, as the same appears of record in the office of the reg- 
ister of deeds of the county, sell, transfer, encumber or other- 
wise dispose of any of its real estate; Provided, however, That 


216 RELIGIOUS CORPORATIONS. 


nothing herein contained shall in any manner affect or infringe 
any of the provisions of chapter forty-five of the General 
Statutes of 1878.* 


20. Prior incorporations confirmed. Reincorpora- 
tion after dissolution.—3039. Every church, congregation 
or religious society heretofore incorporated in pursuance of law, 
and not since dissolved, is hereby established and confirmed; 
and in case of the dissolution of any such corporation, or of any 
corporation hereafter to be formed in pursuance of the provis- 
ions of this title, for any cause whatever, the same may be in- 
corporated under the provisions of this title at any time within 
six years after such dissolution; and thereupon all the estate, 
real and personal, formerly belonging to the same, and not law- 
fully disposed of, shall vest in such corporation as if there had 
been no such dissolution. 


21. Descent of property in the trustees.—3040. All 
lands, tenements and hereditaments lawfully conveyed by 
devise, grant, purchase, or otherwise, to any persons as trus- 
tees, for the use of any religious society organized, or which 
may hereafter be organized, within this State, either for a meet- 
ing-house, burying-ground, or for the residence of a preacher, 
shall descend with the improvements in perpetual succession 
to, and shall be held by, such trustees in trust for such society. 


22. Denominational rules may control choice of 
trustees, and such trustees may be corporations.—3043. 
Whenever, by the constitution rules or usages of any particular 
church or religious denomination, trustees are required to be 
appointed, elected, or chosen in any way, by any minister, pre- 
siding elder, officer or officers, or by any conference, assem- 
blage, body or meeting of any kind, and trustees are so ap- 
pointed, elected or chosen, such minister, presiding elder, 
officer or officers, or the presiding officer and secretary of such 
conference, assemblage, body or meeting so appointing, electing 
or choosing trustees, shall make and give to such trustees a 
certificate, under the hand and seal of the person or persons 
making the same, specifying the names of the trustees, the time 
when, and the person or body by which they were appointed, 
elected or chosen, and the corporate name assumed by such 
trustees, which certificate shall be acknowledged, proved and 
recorded as hereinbefore directed; whereupon such trustees 
and their successors, appointed or chosen in the same man- 


* This chapter deals with Estates in Real Property. 


ee 


MINNESOTA. 217 


ner, shall be a body corporate, by the name expressed in such 
certificate, with all the rights, powers and privileges of other 
religions corporations constituted according to the provisions of 
this chapter. And in every case where trustees have been here- 
tofore elected, appointed, or chosen in any way, by a conference 
or assembly of any kind, of any church or religious society, in 
accordance with the constitution, rules or usages of such church 
or religious society, and a certificate of such election, appoint- 
ment or choice has been made by the presiding officer or secre- 
tary of such conference or assembly, specifying the corporate 
name by which such trustees should be known, and acknowl- 
edged, proved and recorded as provided in this chapter, with 
the intent to constitute such trustees a body corporate, such 
trustees shall be deemed, in all legal proceedings, to have be- 
come a religious corporation, within the provisions of this chap- 
ter, from the time of recording such certificate; and all their 
acts thereafter, as a body corporate, are and shall be considered 
valid and effectual as the acts of a religious corporation framed 
under the provisions of this chapter; and all conveyances to 
such trustees as a body corporate, are confirmed and shall be 
considered valid to the same extent as conveyances to any re- 
ligious corporation under the provisions of this said chapter. 


23. Elders, deacons, etc., may be trustees.—3044. 
Whenever, by the constitution, rules and usages of any partic- 
ular church or religious denomination, the minister or ministers, 
elders and deacons, or other officers elected by any church or 
congregation, according to such constitution, rules or usages, are 
thereby constituted the trustees of such church or congregation, 
such minister or ministers, elders or deacons, or other officers, 
may assemble together and execute, under their hands and 
seals, a certificate, stating therein the name by which they and 
their successors in office shall forever thereafter be called and 
known, which certificate shall be acknowledged or proved, and 
recorded as hereinbefore directed;; whereupon such persons, 
and their successors in office shall be a body corporate, by the 
Name expressed in such certificate, with all the rights, powers 
and privileges of other religious corporations constituted accord- 
ing to the provisions of this title. 


(2) ORGANIzaTION BY EXECUTION oF ARTICLES BY CLERGY, ETC. 


24. How incorporated. Articles, powers, etc.—3045. 
The members of any church or religious society, not less than 


eis RELIGIousS CoRPORATIONS. 


three, who, by its discipline or otherwise, does not desire to 
organize and become incorporated under the foregoing provis- 
ions of this chapter, may organize and become a body corporate, 
capable of suing and being sued, holding, purchasing, and re- 
ceiving title by devise, gift, grant, or other conveyance of and 
to any property, real or personal, with power to mortgage, sell 
or convey the same, or any part or portion thereof, by adopting 
and signing articles containing— 

First. The name of the corporation, its general purpose 
and plan of operation, and its place of location. 

Second. The terms of admission and qualification of mem- 
bership, and the selection of officers and the filling of vacancies, 
and the manner in which the same is to be governed and man- 
aged. Such articles shall be recorded in the office of the register 
of deeds for the county in which the corporation is located, and 
in the office of the secretary of State; and thereupon such cor- 
poration will have all the powers hereinbefore specified, and 
may adopt and establish by-laws, and make all rules and regu- 
lations deemed necessary and expedient for the management of 
its affairs, in accordance with law.* . . . . The provisos of sec- 
tion eighty-five of this chapter, being section two hundred and 
twenty-six of chapter thirty-four of General Statutes of one 
thousand eight hundred and seventy-eight, are not to be con- 
strued as applying to or in any manner affecting corporations 
organized under this section. A member or director of any 
corporation organized under this section may appoint, in writing 
signed by him, a proxy to represent and act for him, and in his 
name and stead to vote at any meeting of such corporation or 
of the board of directors thereof. 


25. Corporations may reorganize under section 231. 
—3046. Any religious corporations heretofore organized under 
and pursuant to the provisions of any other statute, or section 
or sections of statute, than section two hundred and thirty-onef 
of chapter thirty-four of the general statutes, A.D. one thou- 
sand eight hundred and seventy-eight, as amended by subse- 
quent legislation, may reorganize under said section by comply- 
ing with the terms of said section; Provided, That before any 
action is had for that purpose, a resolution authorizing the trus- 
tees of said corporation to organize under said section two hun- 
dred and thirty-one shall be adopted at a meeting of said society 

* The remainder of this section applies to churches having an episcopal organization. 


+ See No. 19, Section 3038, p. 214. 
} See No. 24, Section 3045, p. 217. 


MINNESOTA. 219 


called for that purpose, notice of the time, place, and object of 
which shall be given four successive Sabbaths on which such 
society statedly meet for public worship, immediately preceding 
the time specified for said meeting, and proof of the fact of such 
notice, meeting, and resolution may be made by affidavit of one 
of the trustees, or of any of the members of the society cogni- 
zant of the facts. Such affidavit shall be recorded with the 
certificate of organization under said section two hundred and 
thirty-one, in the office of the register of deeds of the county 
where said corporation is located and in that of the secretary of 
State; and said corporation, as so organized, shall succeed to 
and retain, own, hold, and enjoy all the property, real and per- 
sonal, of said corporation as originally organized, to the same 
extent and in the same manner as if such organization (reor- 
ganization) had not taken place. 


26. Defective articles of incorporation legalized.— 
3047. Inall cases in which three or more persons have here- 
tofore united in executing articles of incorporation under the 
provisions of article two hundred and thirty-one of chapter 
thirty-four, of the general statutes of eighteen hundred and 
seventy-eight, and where the said articles of incorporation have 
not been executed in the presence of witnesses, but have been 
otherwise duly executed and recorded in the office of the reg- 
ister of deeds of the proper county and in the office of the sec- 
retary of the State as provided by law, the said articles of 
incorporation are hereby declared to be legal and valid, and the 
respective records thereof effectual to all intents and purposes 
as well as if such articles of incorporation had been executed 
with two subscribing witnesses. 


27. Incorporation of existing churches.—3048. When- 
ever any church or religious society now organized, or which 
may hereafter be organized, as a church or congregation, 
but not incorporated in pursuance of law, shall comply with 
the provisions of this title, and thereby become a body corpo- 
tate, all the estate, real and personal, which has been lawfully 
conveyed to the said church or religious society, or to the trus- 
tees or vestry thereof in trust for the use of such church or 
society, whether by devise, gift, grant, purchase or otherwise, 
and not lawfully disposed of, shall thereupon vest in said cor- 
poration as fully and amply as if the said church had been 
legally incorporated from the date of its religious organization; 
Provided, That the name or title publicly assumed or borne by 


220 RELIGIOUS CORPORATIONS, 


such church or society from the date of its organization as 
such, and none other, shall be the title by which it shall forever 
be known in law and as a body politic and corporate. 


(4) OrGanizaTIon By ApopTION or ARTICLES AT STATED 
MEETING. 


28. How incorporation secured.—3055. ‘The members 
of any church, or religious association not less than eight, who 
do not wish to organize themselves into a religious association, 
society or corporation under the provisions of any existing law, 
may organize as a body corporate by adopting articles as here- 
inafter set forth and complying with the other provisions of this 
act; or any religious society, association or organization now 
in existence by virtue of any special or private laws, which 
does not wish to reorganize under the provisions of any exist- 
ing law, may be reorganized and continued as a religious asso- 
ciation, society or corporation by adopting by a vote of three- 
fourths of the members present and voting at a stated meeting 
called for the purpose of considering the question of such reor- 
ganization, articles containing: 

1. The name of the corporation, its general purpose and 
plan of operation and its place of location. 

2. The terms of admission and qualification of member- 
ship and the selection of officers and the filling of vacancies 
and the manner in which such society or corporation is to be 
governed and managed. Such articles shall be recorded in the 
office of the register of deeds for the county in which the cor- 
poration is located, and in the office of the secretary of State, 
and thereupon such organization shall be a body corporate by 
the name expressed in said articles, shall have a common seal 
which it may alter at pleasure, and will have all the powers 
hereinafter specified, and may adopt and establish a constitution 
and by-laws and make all rules and regulations by it deemed 
necessary and expedient for the management, regulation and 
conduct of its affairs in accordance with law. 


29. New corporation succeeds to property. Evi- 
dence.—3056. All the rights, privileges, franchises and prop- 
erty of every name or nature, whether real or personal, whether 
in action or in possession, whether in law or in equity, and wher- 
ever situated, of any corporation reorganizing under the provi- 
sions of this act shall pass to the new corporation as soon as 
it shall have become fully organized without further act or cer- 


MINNESOTA. 221 


emony; Provided, however, That the last board of trustees, or 
their survivors, of any corporation or society reorganizing 
under this act may at any time convey by a general or specific 
description, and by proper deed or deeds to the new corpora- 
tion, any property owned by such society or corporation. 
Such deed shall recite the facts of such reorganization and it 
shall be prima facie evidence of the facts therein stated, and it 
shall be sufficient to pass all the title to the property therein 
described possessed by the corporation, association or society 
on whose behalf it is executed. Proof of the reorganization 
of any corporation pursuant to the provisions of this act, may 
be made by the affidavit of the president and the recording 
secretary of such newly-organized corporation, and such affida- 
vit shall be recorded in the office of the register of deeds of the 
county in which such corporation is located, and such affidavit 
shall be presumptive evidence of the facts therein stated per- 
taining to such organization or reorganization. 


30. Powers. Disposition of property.—3057. Any 
teligious society, association, organization, or corporation formed 
pursuant to the provisions of thisact, or which shall have reorgan- 
ized under the provisions of this act, shall be capable of suing 
and being sued, holding, purchasing, and receiving title by de- 
vise, gift, grant or other conveyance of any property, real and 
personal, and shall have the power through its trustees to mort- 
gage, sell, convey or otherwise dispose of its property, whether 
real or personal, or any part or portion thereof; Provided, how- 
ever, That no such sale, conveyance, encumbrance, or any 
other disposition of the real property of any such corporation 
shall be made through the trustees, except when first author- 
ized to make the same by a resolution of such society or organ- 
ization, passed at a stated meeting thereof, called for that pur- 
pose, notice of the time, place and object of which shall be 
given by the recording secretary of the corporation, association 
or society; which notice shall be printed and a copy mailed to 
each member at his residence, when such residence is known to 


_ the person sending such notice ; Provided, further, That no 


iS 


gO 9 


a 


sale, incumbrance, mortgage, conveyance, or other disposition 
of any real property of said corporation, society or organiza- 
tion shall be made, except by the vote and assent of two-thirds 
of the members present at the meeting called for the purpose 
of making such disposition. Proof of the facts of such notice 
of meeting, such meeting, and its proceedings, may be made 


222 RELIGIOUS CORPORATIONS. 


by the affidavit of the recording secretary of such society, 
organization or corporation and a certified copy of the minutes 
of any meeting duly certified and attested by the recording 
secretary, under the seal of the society, organization or corpo- 
tation. In case of sales of real property such affidavit and cer- 
tified copies shall be recorded at length in the office of the reg- 
ister of deeds of the county where the premises are situated, 
and the said affidavits and records of said meeting, or a certi- 
fied copy of such record, aforesaid, shall be presumptive evi- 
dence of the facts therein stated. 


31. Prior by-laws in force.—3058. The constitution 
and by-laws and all rules for the management, regulation and 
conduct of affairs of any corporation or society reorganizing 
under the provisions of this act, so far as they are not incon- 
sistent with this act, shall continue in force until altered, 
amended, revised or repealed. 


32. Appropriations and contracts, limit upon.—3059. 
No appropriations or contracts made by any corporation organ- 
ized or reorganized pursuant to thisact, where the amount of a 
single appropriation or a single purpose, or the amount involved 
in such contract exceeds the sum of three hundred dollars, 
shall be valid, unless such contract or appropriation shall be 
authorized and ordered by the vote and assent of two-thirds of 
the members present and voting at a stated meeting of such 
corporation, held for the purpose of considering such contract 
or appropriation. 


33. Right in pews unimpaired.—3060. Nothing herein 
contained shall in any wise impair any rights in pews possessed 
by any members at the time of the formation or reorganization 
of any corporation formed or reorganized pursuant to this act. 


34. Prior laws not affected by this act.—3061. Noth- 
ing herein contained shall be construed to, or shall repeal any 
law now in force relating to the formation or reorganization of 
any religious societies, associations or corporations in this State. 
Nor shall this act apply to or affect any action now pending in 
any court of this State. 


(5) IncorporaTIoN oF Diocesan CoUNCIL, PRESBYTERY, ETC. 


35. Incorporation of synods, etc., authorized.—3062. 
That any diocesan council, synod, presbytery, conference, asso- 


A 
: 


MINNESOTA. 223 


ciation, consociation or other general organization for ecclesi- 
astical or religious purposes, existing in any church or relig- 
ious denomination in this State, and which, according to the 
polity, constitution, canons, customs, discipline, or usages of 
such church or denomination, is composed of or represents 
several parishes, congregations, or particular churches, may or- 
ganize as or forma corporation, with perpetual succession, in 
the manner hereinafter provided. 


36. Resolution, contents of.—3063. For that purpose 
it may adopt a canon or resolution, in which it shall be stated— 

1. Its purpose to organize and form a corporation under 
this act. 

2. The name of the corporation, and its general purposes 
and powers, not inconsistent with the laws of this State. 

3. The name of the church or religious denomination to 
which the body so organizing a corporation shall belong, the 
name by which such body shall have been known, and the dis- 
trict or territorial limits over which it exercises jurisdiction. 

4. The number and official titles of the officers (such as 
president, directors, trustees, or otherwise) through whom such 
corporation shall act, and by whom and in what manner such 
Officers shall be elected or appointed, the length of their offi- 
cial terms respectively, and the general duties, powers and au- 
thority of such officers respectively. 

5. The names and post-office address of those appointed or 
elected as the first directors, trustees and other officers of the 
corporation. 


37. Certificates to be filed and issued.—3064. A copy 
of such canon or resolution, certified to by the presiding officer 
of the body passing the same, and verified by the affidavit of 
its secretary or clerk, shall be presented to the attorney-general, 
whose duty it shall be to examine the same, and, if found to be 
in all respects in conformity with the provisions of this act, he 


Shall so certify, and thereupon the same, with his said certifi- 


cate thereon, shall be filed in the office of the secretary of State, 
who shall record the same at length in a suitable book to be 
kept in his office, for that purpose; and he shall thereupon issue 
his certificate* that, the provisions of this act having been com- 
plied with, the said corporation has become duly incorporated 
according to law; and thereupon the same shall be a body cor- 
porate. The secretary of State shall keep in a book in his office 


*See No. 53, Section 3394, p. 229. 
19 


- 


224 RELIGIOUS CORPORATIONS, 


an alphabetical index or list of such corporations formed under 
this act. 


38. Amendment of resolutions of incorporation.— 
3065. The body organizing such corporation, or its successor, 
may, by canon or resolution passed by it at two regular succes- 
sive sessions thereof, and certified and verified (including the 
certificate of the attorney-general as aforesaid) and recorded in 
the office of the secretary of State, as provided in the last pre- 
ceding section, amend or modify the canon or resolution under 


which such corporation was organized in respect to the jurisdic- — 


tional limits of such corporation, or to the number, official 
titles, terms of office of, or the manner of electing or appoint- 
ing the officers of, such corporation, or of their respective 
duties, powers, and authority, or to the purposes and powers of 
the corporation not inconsistent with the laws of this State, and 
not in any wise impairing any trusts or rights of property there- 
tofore vested in such corporation. 


39. Failure to comply with section 3063 does not 
invalidate.—3066. That in all cases in which an attempt has 
heretofore been made to organize a religious corporation under 
chapter one hundred and fifty-one, general laws of Minnesota 
1885, in which the attorney-general has made a certificate and 
the same has been filed with the secretary of State in accord- 


ance with section three of said chapter,* and in which attempt — 


to form and organize such corporation there has been a failure 
to comply with the provisions of section twoft of said chapter, 
‘such corporations shall be and they are hereby legalized and 
confirmed in all respects as though there had been a full com- 
pliance with said chapter; and all rights, privileges and titles 
to property received and acquired by such bodies are hereby 
eonfirmed and established in such corporation. 


40. Powers and limitations.—3067. Any corporation 


formed under this act may adopt a corporate seal, make con- ~ 


tracts, establish by-laws, rules, and regulations for the manage- 


ment of its business, sue and be sued by its corporate name, © 
and may acquire real and personal property by purchase, gift, 


grant, devise, or bequest, and hold and employ the same for 
religious, charitable or educational purposes, and may invest, 


transfer, or mortgage the same, and may also receive in trust, 


for any parish, mission, local church society, or congregation, 


* See No. 37, Section 3064, p. 223. 
+See No. 36, Section 3063, p. 223. 


id 
va 


4 


MINNESOTA. 225 


whether incorporated or not, any property, real or personal, 
which may be given, granted, transferred, devised or be- 
queathed to it for the use of such parish, mission, local church 
society, or congregation, for religious, charitable, or educa- 
tional purposes, and may hold the same, and the rents, issues, 


_ and profits thereof, (accounting from time to time as may be 


tequired for such rents, issues, and profits,) until such parish, 
mission, local church society, or congregation shall, being then 
incorporated, demand a conveyance of such property so held in 
trust as aforesaid; and any property now held in trust by any 
person, corporation, or trustees, for the use and benefit of the 
religious body or organization forming a corporation under this 
act, or any of its component parts, or any of its such parishes, 
missions, societies, congregations or local churches, may, with 
the consent of the beneficiary, be conveyed to, and the title 
thereto vested in, the said corporation as the successorin such 
trust. 


41. Cannot incumber trust property.—3068. No cor- 
poration organized under this act shall have power in any man- 
ner to create any lien upon or incumber any property held by it 
in trust as aforesaid. 


42. Amount of property subject to limitation. Meet- 
ings outside State.—3069. This act is subject to any limita- 
tion or modification which may be hereafter enacted by general 
laws, as to the amount of real estate and personal property to be 
held by the corporations respectively provided for herein. Any 
corporation organized under this act, the membership of which 
in part extends to and resides in States other than the State of 
Minnesota, shall have authority to hold its annual meetings at 
such points without the limits of the State of Minnesota as may 
be decided upon from time to time by said corporation at a pre- 
vious annual meeting, and such decision may be made at such 
previous annual meeting by authorizing the president of such 
corporation to select and designate a place for the holding of 
the next annual meeting of said corporation, notice of the time 
and place of such meeting to be given by publication in the 
Tecognized organ of the corporation, if it have one, at least three 
months previous to the time of such annual meeting. If such 
corporation have no organ, the publication of which is controlled 
by it, then such notice may be given by publishing the same in 


_ at least two papers of general circulation, published at the cap- 


ital of the State of Minnesota. 


226 RELIGIOUS CORPORATIONS. 


(7) MiscELLANEOUS PRovISsIONS. 


43. Amendment of articles.—3076. Whenever any re- 
‘ ligious corporation existing under the laws of this State shall 
desire to alter, modify, or change any of its articles of incorpo- 
ration, such corporation may, by resolution duly passed at any 
regular or special meeting of the directors or trustees thereof, 
adopt a new article or articles altering, modifying, or changing 
any of the articles of incorporation thereof, or adding to the 
same; Provided, however, that such alteration, modification, or 
amendment shall not be contrary to or in conflict with the law 
under and by virtue of which said corporation was organized 
and exists. 


44. Amendments to be entered of record.—3077. No 
such new or amended articles of incorporation shall be operative 
or valid to alter, modify or change such original articles of in- 
corporation, or otherwise, until the same shall be adopted and 
recorded in the same manner and with like formalities as the 
original articles of incorporation are now required to be adopted 
and recorded; and when so adopted and recorded, the said new, 
amended, altered, or modified articles shall be substituted for 
and take the place of the original articles of incorporation so 
altered, amended, modified, or changed. 


45. Consolidation authorized.—3078. Any two or more 
churches, congregations, or religious societies now organized or 
incorporated, or which may hereafter be organized or incorpo- 
rated, and who employ the same minister or pastor, may con- 
solidate, reorganize, and become a body corporate, as one 
church, congregation, or religious society, by complying with 
the provisions of the laws of this State, in regard to the incor- 
poration of religious societies, and the further provisions of this 
act. 


46. Resolutions to be adopted by the churches.— 
3079. Before any action is had for that purpose, a resolution 
authorizing such consolidation and reorganization shalf be 
adopted by at least two-thirds of the members present and 
voting, at a meeting of each of said churches, congregations, or 
societies, called for that purpose, notice of the time, place, and 
object of which meeting shall be given four successive Sabbaths, 
on which such society statedly meets for public worship, imme- 
diately preceding the time specified for such meeting; and proof 
of the fact of such notice, meeting and resolution may be made 


MINNESOTA. 227 


by affidavit of one of the trustees or any of the members of the 
society cognizant of the facts. Such affidavit shall be recorded 
with the certificate or articles of incorporation of such consoli- 
dated church, congregation, or society, when the same shall be 
recorded in the office of the register of deeds of the county 
where said consolidated church, congregation, or society has its 
place of public worship, or in the office of the secretary of State, 
or in both of said offices, as the case may be. 


47. Joint worship for eight Sabbaths.—3080. After 
the adoption of such resolution or resolutions, and before such 
consolidation and reorganization shall take effect, said several 
churches, congregations, or societies shall for at least eight 
Sabbaths worship together as one congregation, church or so- 
ciety, proof of which fact may be made in like manner provided 
for proving the resolution mentioned in section two hereof. 


48. Powers of new corporation.—3081. Said churches 
or religious societies, when consolidated, reorganized, or incor- 
porated as herein provided, shall forever thereafter be known 
as a body corporate by the name and style adopted and men- 
tioned in the new certificate or articles of incorporation, and 
shall have and exercise the same powers as other religious cor- 
porations may now have and exercise, according to the mode and 
manner of incorporation adopted; and shall succeed to and re- 
tain, own, hold, and enjoy all the property, real and personal, 
of said several corporations as originally organized, to the same 
extent and in the same manner as if such reorganization had 
taken the same by purchase; Provided, That nothing herein 
contained shall operate to dissolve said original corporations 
until said new corporation or reorganization shall be fully 
perfected. 


49. Irregular incorporations legalized.—3082. In all 
cases where any church, congregation, or religious society had 
been actually formed and in existence for the space of one year 
or more, holding stated meetings for public worship, and where 
there had been filed for record in the office of the register of 
deeds of the proper county any certificate or statement of the 
election or appointment of the first or of any subsequent trus- 
tees of such church, congregation, or religious society, signed 
either by the president or secretary of any meeting at which 
such trustees were elected or appointed, or by the priest, rector, 
pastor or preacher of such church, congregation, or religious 


228 RELIGIOUS CORPORATIONS. 


society, and, whether such certificate or statement is or is not 
authenticated by any affidavit or acknowledgment, such church, 
congregation, or religious society shall be held in law to be, and 
to have been from its organization, a religious corporation pos- 
sessed of all the rights, powers, and privileges of religious cor- 
porations, duly organized under and pursuant to the provisions 
of title four of chapter thirty-four* of the general statutes of 
this State by the name by which such church, congregation, or 
religious society has been generally called and known; and all 
donations, purchases, sales, and conveyances of real or personal 
property heretofore made to or by any such church, congrega- 
tion, or religious society are hereby declared to be legal, valid, 
and effectual as fully as if such church, congregation, or religi- 
ous society had been regularly incorporated in accordance with 
the provisions of said title four of chapter thirty-four of the said 
general statutes; and all contracts, conveyances, deeds, and 
acts of the acting trustees of any such church, congregation, or 
religious society are hereby declared to be as legal, valid and 
effectual, in all cases where they have been authorized or 
acquiesced in by any such church, congregation, or religious 
society, as if such church, congregation, or religious society had 
been at the time regularly incorporated under the said statute, 
and as if such trustees had been regularly elected or appointed 
as such. 


50. Proceedings to change name legalized.—3083. 
That all proceedings of any religious corporation by which it 
may have heretofore changed its name, or attempted so to do, 
and which proceedings were invalid, are hereby declared to be 
valid and binding, and of the same force and effect as though 
such proceedings had been duly authorized by law. 


51. Articles void for informality confirmed.—3084. 
Any church, congregation or religious society which hereto- 
fore may have attempted to become incorporated under any of 
the laws of this State, but which, for informality or other cause, 
is not now legally incorporated, is hereby incorporated, and 
invested as such church, congregation or society, with all the 
rights, privileges and immunities now enjoyed by religious cor- 
porations under the general laws of this State. 


52. Incomplete incorporations legalized.—3085. That 
all and singular the acts and proceedings had and done, or 


*See p. 208. 


MINNESOTA, 229 


attempted to be had and done, by and on behalf of the mem- 
bers and officers, or either, of any religious society or congre- 
_ gation of this State, or any persons whomsoever, to incorpo- 
tate asa church society under any of the laws of this State, 
which incorporation is incomplete or invalid for informalities or 
non-compliance with statutory requirements, are hereby legal- 
ized and made valid, and the incorporations so attempted are 
hereby declared in all respects valid, and such societies properly 
and legally incorporated. 


Tite VIII. GENERAL Provisions. 
(1) INCORPORATION AND ORGANIZATION. 


53. Form of State certificate of incorporation.* Evi- 
dence.—3394. Whenever any corporation hereafter organized 
under the general law of this State shall have complied with all 
the provisions of the general statutes in regard to the filing for 
record of the articles of incorporation of such corporation and 
of the requisite affidavit of proof of publication,+ the secretary 
of State shall thereupon issue a certificate in the following form: 


State or Minnesora: 

Be it known, That whereas (here the names of the sub- 
scribers to the articles of incorporation shall be inserted), have 
associated themselves with the intention of forming a corpora- 
tion under the name of (here the name of the corporation shall 
beinserted), for the purpose (here the purpose declared in the 
articles of incorporation shall be inserted), with a capitalf of 
(here the amount of capital fixed in the articles of incorpora- 
tion shall be inserted), and have complied with statutes of this 
State in such case made and provided, as appears from the 
articles of incorporation, and the affidavit of proof of publica- 
tion filed in this office; now, therefore I (here the name of the 
secretary shall be inserted), secretary of the State of Minne- 
sota, do hereby certify that said (here the names of the sub- 
scribers to the articles of incorporation shall be inserted), their 
associates and successors, are legally organized and established 
as, and are hereby made an existing corporation under the name 
of (here the name of the incorporation shall be inserted), with 
the powers, rights and privileges and subject to the limitations, 
duties and restrictions which by law appertain thereto. Witness 
my official signature hereunto subscribed and the seal of 


* Certificate not required for churches. See, however, No. 37, Section 3064, p. 220. 
+ None required from religious corporations. 
} This item will not appear in certificates of religious societies. 


230 RELIGIOUS CORPORATIONS. 


the State of Minnesota hereunto fixed this day of in 
the year (in these blanks the day, month and year of exe- 
cution of this certificate shall be inserted). 

The secretary shall sign the same and cause the seal of the 
State to be thereto affixed, and such certificate shall be prema 
facie evidence of the existence of such corporation. He shall 
also cause a record of such certificate to be made, anda certified 
copy of such record may be given in evidence with the like 
effect as the original certificate. 


54. Certificate for companies already incorporated. 
—3395. Whenever any corporation already incorporated under 
the provisions of said chapter thirty-four shall have complied 
with the provisions of said chapter thirty-four in regard to the 
filing for record of the articles of incorporation and of the 
requisite affidavit of proof of publication, and shall make ap- 
plication for such certificate and shall pay one dollar therefor, 
the secretary of State shall thereupon issue a certificate in the 
form prescribed in the preceding section. And such certificate 
shall have the same force and effect in all respects, and a certi- 
fied copy thereof the same force and effect, as if such certifi- 
cate had been issued to a corporation incorporated subsequent 
to the passage of this act. And the secretary shall keep a 
record of all such certificates issued. 


55. Approval of attorney-general.—3396. Hereafter 
it shall not be necessary for the attorney-general to endorse any 
form of approval upon the articles of incorporation of any in- 
corporated company. 

3397. This act shall not apply to religious incorporations.* 


56. Amendments of article. Extension of term— 
3400. Any corporation heretofore or hereafter organized un- 
der any lawof this State may amend its articles of incorpora- 
tion in any respect which might have been made part of said 
original articles, and may renew the term of its corporate exist- 
ence from time to time, not exceeding the term originally 
limited therefor, by adopting a resolution expressing such pro- 
posed amendment or renewal, by a two-thirds vote of all its 
members, shareholders, or stockholders, present and voting at 
any regular meeting of such corporation, and filing and pub- 
lishing such resolution in the manner provided for filing and 
publishing its original articles. 

* Section 3397 is really a part of 3396, and makes approval of attorney-general neces- 


sary for religious corporations. Both sections constituted the act contained in Chap. 
248, Laws of 1889. 


MINNESOTA. 231 


57. Powers of corporations. Meetings outside 
State. Failure to elect officers. Classification of direc- 
tors.—3407. All corporations, when no other provision is 
specially made, may have a common seal, which they may alter 
at pleasure. They may elect all necessary officers, fix their 
compensation, and define their duties and obligations; and 
make by-laws and regulations consistent with the laws of the 
State, for their own government, and for the due and orderly 
conduct of their affairs, and the management of their property. 
The members of any corporation now or hereafter organized 
under the provisions of this chapter, and the directors and 
managers thereof, may meet and transact business without the 
State the same as within the State; but no corporation or asso- 
ciation created or existing, or which shall exist, under this act, 
shall cease or expire from neglect on the part of the corpora- 
tion to elect directors or officers at the time mentioned in their 
by-laws ; and all officers elected by such corporation or associ- 
ation shall hold their offices until their successors are duly 
elected. Any corporation in this State, whether created by 
special act, or organized underany general or special law of the 
Territory or State of Minnesota, or doing business within this 
State by virtue of or under any legislative enactment of said 
Territory or State, may, by resolution of its board of directors, 
classify its directors into three classes, each of which shall be 
composed as nearly as may be of one-third of the whole num- 
ber of directors; the term of office of the first class to expire 
at the date of the next annual election thereafter; of the second 
class, at the date of the second annual election thereafter; of 
the third class, at the date of the third annual election there- 
after. At each annual election thereafter a number of direc- 
tors shall be elected for three years equal to the number whose 
term of office shall then expire. All other vacancies shall 
be filled in accordance with the by-laws; Provzded, That if no 
election be had at the time of holding the annual election, the 
old directors shall hold their offices until their successors are 
elected and enter upon their duties. 


58. First meeting.—3408. The first meeting of all cor- 
porations, when no other provision is specially made, shall be 
called by notice, signed by one or more of the persons named 
in, or associated as corporators under the law by which it is 
incorporated, setting forth the time, place and purposes of the 
meeting; and such notice shall, at least twenty days before the 


232 RELIGIOUS CORPORATIONS, 


meeting, be delivered to each member, or published in some 
newspaper in the county where the corporation is established, 
or if no newspaper is published in the county, then in some 
newspaper printed and published at the capital of the State. 


59. When meeting may be called by justice of the 
peace.—3409. When, by reason of the death, absence, or 
other legal impediment of the officers of the corporation, there 
is no person duly authorized to call or‘preside at a legal meet- 
ing thereof, any justice of the peace of the county where such 
corporation is established, may, on a written application of 
three or more of the members, issue a warrant to either of 
them, directing him to call a meeting, by giving such notice as 
had been previously required by law; and the justice may, in 
the same warrant, direct such person to preside at such meet- 
ing, until a clerk is duly chosen and qualified, if no officer is 
present duly authorized to preside. 


60. Such meeting can transact all business.—3410. 
A corporation, when so assembled, may elect officers to fill all 
vacancies, and act upon such other business as may lawfully be 
transacted at a regular meeting. 


61. Meeting by unanimous consent valid.—3qrr. 
When all the members of a corporation are present at any 
meeting, however called or notified, and sign a written assent 
thereto, on the record of such meeting, the doings of such 
meeting shall be as valid as if legally called and notified, 


(4) DissoLuTIoN. 


62. Dissolution, how secured.—3430. When a major- 
ity in number or interest of the members of a corporation 
desire to close their concerns, they may apply by petition to 
the district court of the county where the corporation has its 
principal place of business, setting forth in substance the 
grounds of their application; and the court, after such notice 
as it deems proper to all parties interested, may proceed to hear 
the matter, and, for reasonable cause, adjudge a dissolution of 
the corporation. Corporations so dissolved shall be deemed 
and held extinct, in all respects, as if their charters had expired 
by their own limitation, 


63. Dissolved corporations to continue three years. 
—3431. Corporations whose charters expire by their own 


MINNESOTA. 233 


limitation, or are annulled by forfeiture or otherwise, shall, 
nevertheless, continue bodies corporate for the term of three 
years after the time when they would have been so dissolved, for 
the purpose of prosecuting and defending actions by or against 
them, and of enabling them gradually to settle and close their 
concerns, to dispose of and convey their property, and to divide 
their capital stock; but not for the purpose of continuing the 
business for which they were established. 


64. Receiver, how appointed.—3432. When the 
charter of a corporation expires or is annulled, or the corpora- 
tion is dissolved as provided herein, the district court of the 
county in which such a corporation carries on its business, or 
has its principal place of business, on application of a creditor, 
stockholder or member, at any time within said three years, 
may appoint one or more persons receivers or trustees, to take 
charge of its estate and effects, and to collect the debts and 
property due and belonging to it, with power to prosecute and 
defend actions in the name of the corporation or otherwise, to 
appoint agents under them, and do all other acts which might 
be done by such corporation if in being, that are necessary to 
the final settlement of the unfinished business of the corpora- 
tion. The powers of such receivers may be continued as long 
as the court deems necessary for said purposes. 


65. Jurisdiction of court.—3433. Said court shall 
have jurisdiction, in equity, of the application, and of all ques- 
tions arising in the proceedings thereon; and may make such 
orders, injunctions and judgments therein as justice and equity 
may require. 


66. Powers of receiver.—3434. The receivers shall 
pay all debts due from the corporation, if the funds in their 
hands are sufficient therefor; and if not, they shall distribute 
the same ratably among the creditors who prove their debts in 
the manner directed by court. 


67. Balance to be distributed.—3435. If there is a 
balance remaining, after the payment of the debts, the re- 
ceivers shall distribute and pay it to and among those who are 
justly entitled thereto, as having been stockholders or mem- 
bers of the corporation, or their legal representatives. . 


234 RELIGIOUS CORPORATIONS. 


ParRTICULAR DENOMINATIONS. 


68. Sections 2940 to 2945 of the Statutes make special 
provision for Camp Meeting Associations, Sunday School 
Assemblies, societies for religious instruction and worship, ete. 

Section 3041 applies to the Methodist Episcopal Church. 

Section 3042 applies to the Evangelical Association of 
North America. 

Section 3045 applies to all churches having episcopal organ- 
izations. 

Sections 3049 to 3054 make special provision for the Pro- 
testant Episcopal Church. 

Sections 3070 to 3075 apply to the Young Men’s Christian 
Associations, 


MISSISSIPPI. 


CONSTITUTION. Article VII. 
[In effect Nov. 1, 1890. ] 


1. General laws to be enacted. Charters repealable. 
—178. Corporations shall be formed under general laws only. 
The Legislature shall have power to alter, amend or repeal any 
charter of incorporation now existing, and revocable, and any 
that may hereafter be created, whenever in its opinion it may 
be for the public interest to do so; Provided, however, that no 
injustice shall be done to the stockholders. 


2. Charters to be recorded.—189. All charters granted 
to private corporations in this State shall be recorded in the 
chancery clerk’s office of the county in which the principal 
office or place of business of such company shall be located. 


3. Bequests of real estate to religious uses void.— 
269. Every devise or bequest of lands, tenements, or here- 
ditaments, or any interest therein, of freehold or less than 
freehold, either preseat or future, vested or contingent, or of 
any money directed to be raised by the sale thereof, contained 
in any last will and testament, or codicil, or other testamen- 
tary writing, in favor of any religious or ecclesiastical corpo- 
tation, sole or aggregate, or any religious or ecclesiastical 
society, or to any religious denomination or association of per- 
sons, or to any person or body-politic, in trust, either express 
or implied, secret or resulting, either for the use and benefit of 
such religious corporation, society, denomination, or associa- 
tion, or for the purpose of being given or appropriated to char- 
itable uses or purposes, shall be null and void, and the heir at 
law shall take the same property so devised or bequeathed, as 
though no testamentary disposition had been made. 


4. Bequests of personal estate to religious uses void. 
270. Every legacy, gift, or bequest, of money or personal 
property, or of any interest, benefit, or use therein, either 

(235) 


236 RELIGIOUS CORPORATIONS. 


direct, implied, or otherwise, contained in any last will and tes- 
tament or codicil, in favor of any religious or ecclesiastical cor- 
poration, sole or aggregate, or any religious or ecclesiastical 
society, or to any religious denomination or association, either 
for its own use or benefit, or for the purpose of being given or 
appropriated to charitable uses, shall be null and void, and the 
distributees shall take the same as though no such testamentary 
disposition had been made. 


GENERAL STATUTES, CODE, 1892. 
Cuap. V. APPEALS. 


5. Appeal bonds, how executed.—58. Appeal bonds 
may be executed by acorporation by its authorized agent or 
attorney, in the name of the corporation, without affixing its 
corporate seal; and such bond, when so executed by an attor- 
ney of record of a corporation, shall be held and conclusively 
presumed to have been executed by the authority of such cor- 
poration.* 


Cuap. XXV. CorRpPoRATIONS. +t 


6. Incorporation authorized.—832. Corporations for — 
every lawful purpose and of every kind, except for the con- 
struction and operation of a railroad other than street railroads, 
and the carrying on of the insurance business, may be created 
under the provisions of this chapter. 


7. How incorporated. Approval of governor.—833. 
The persons desiring to be incorporated may prepare a char- 
ter, drawn up on parchment or paper, which must be headed 
‘*The Charter of Incorporation of ” and it shall contain 
a clear and definite statement of the purposes for which the 
corporation is created, the names of the persons desiring to 
form the corporation, the corporate name by which it is to be 
known, the powers to be exercised, the period for which said 
corporation is to exist—never more than fifty years—together 
with whatever else may be proper to be stated. And the pro- 
posed charter shall be published . . . . but religious societies 
shall not be required to make such publication . . . . and the 
charter so proposed and published, if required to be, shall be 
submitted for approval to the governor, who shall take the 


*See No. 13, Section 842, p. 238. 
+ The omitted sections appear to apply only to corporations for profit. 


MiIssIssIPPI. 237 


advice of the attorney-general as to the constitutionality and 
legality of the provisions of such charter; and if the governor 
approve it, he shall write his approval at the bottom of it, and 
sign his name thereto, and shall also cause the great seal of the 
State to be thereto affixed by the secretary of State; but the 
governor may require amendments or alterations to be made 
previous to signing the same; or, if deemed expedient by him, 
he may withhold his approval entirely; and the powers therein 
specified shall, by the approval of the charter, be vested in such 
corporation, and it shall go into operation at the time and on 
the terms and conditions specified. 


8. Procedure in case of renewal.—834. But in case 
of renewal merely, it shall be sufficient for the governor to 
give a certificate that the original charter is renewed, under 
the great seal of the State. 


9. Charters to be recorded.—835. Every charter so 
granted, and every amendment and certificate of renewal, 
shall be recorded at length in the office of the secretary of 
State, in a well-bound book to be kept by him for that pur- 
pose, to be furnished by the State, and in the office of the clerk 
of the chancery court of the county in which the corporation 
does business. 


10. Limit of corporate life. Powers. First meeting. 
—836. Every corporation created under this chapter shall have 
succession for the time limited in the charter, but never exceed- 
ing fifty years; may determine the manner of calling and con- 
ducting meetings; may elect all necessary officers, and pre- 
scribe the duties, salaries, and tenure of officers; may sue and 
be sued, and prosecute and be prosecuted, to judgment and 
satisfaction, before any court; may have a corporate seal; may 
contract, and be contracted with, within the limits of the cor- 
porate powers; may sell and convey real estate, and may sell 
personal property; may borrow money and secure the payment 
of the same by mortgage or otherwise; may issue bonds and 
secure them in the same way, and may hypothecate its fran- 
chises; and may make all necessary by-laws not contrary to 
law. The first meeting of persons in interest, unless otherwise 
provided, may be called by a notice published in some conve- 
nient newspaper for at least ten days before the time appointed 
for the meeting, which notice shall be signed by one or more 


238 RELIGIOUS CORPORATIONS, 


persons named in the charter; and the meeting, when assem- 
bled, may proceed to organize the corporation. 


11. Limit of property.*—838. Every corporation created 
under this chapter may hold real and personal estate neces- 
sary and proper for its purposes, not exceeding two hundred 
and fifty thousand dollars, manufacturing companies and banks 
excepted, which may purchase and hold property to the 
amount of one million dollars. And a corporation shall not 
have a trust, use, or benefit in property held in the name of 
any other person for its use, either expressly or secretly, to a 
greater amount than it may lawfully hold, nor shall any corpo- 
ration employ its capital, money, or other thing, in any other 
way than in the pursuit of its legitimate business: and a corpo- 
ration offending against any of these provisions shall forfeit its 
charter, and shall also forfeit all property, real and personal, 
above the amount it may lawfully hold, to the State; but any 
thing herein contained shall not prevent a corporation from 
taking a lien on property, real or personal, to a greater amount 
than it may hold, as a security for a debt, or from taking prop- 
erty to a greater amount than it may hold in payment of a debt, 
if the same shall not be held for a longer period than five years. 


12. Informal organization not a defense.—841. It 
shall not be a defense to any suit against a corporation that 
there was a defect or informality in its organization. 


13. Execution of bonds in suits.—842. Any corpora- 
tion, under the signature of its president, or other authorized 
officer, agent, or attorney, may execute, without affixing the 
corporate seal, all bonds which shall be necessary at the com- 
mencement or during the progress of any case to a final deter- 
mination, and such bonds shall be binding on the corporation. 


14. Dissolved corporations to continue three years.{ 
—848. A corporation, after its charter has expired or been 
annulled, may nevertheless be continued as a body-corporate 
for the term of three years thereafter, for the purpose of suing 
and being sued and of enabling it to close up its concerns, to 
sell and convey property, and to divide the assets, but not for 
the purpose of enabling it to carry on other corporate busi- 
ness. This provision, however, shall not extend to cases in 


*See No. 16, Section 859a, p. 239. 

+See No. 5, Section 58, p. 236. 

{Section 847, dealing with the assets of dissolved corporations, applies by its terms 
only to corporations with stockholders. 


} 
_ 


MissIsstPPt. 239 


_ which it may be necessary to appoint trustees on judgment of 


dissolution. 


15. Religious societies may organize by electing 
trustees.—859. Any religious society, consisting of the mem- 
bers of any particular denomination or congregation, desiring to 


act as an organized body, may do so by associating together 


- and electing or appointing from its membership any number of 


; 4 


officers, trustees or managers, by whatever name known, for 
the purpose of managing the affairs of the society; and such 
society or association shall keep a record of its proceedings, 
which shall show the name of the society, its organization, and 
the election of the officers, trustees, or managers; but the society 
so organized at each particular locality shall be a distinct and 
independent society; and any society so organized may sue and 
be sued, by its society name or appellation, and process may be 
served on its presiding or chief officer, or secretary, or on the 
trustees or managers. 


16. Limit on real estate of religious society.—859°. 
Any religious society or congregation or ecclesiastical body may 
hold and own, at any one place, the following real property, 
but no other, viz.: (2) A house or tenement for a place of wor- 
ship; (4) A house or tenement for a place of residence for its 
pastor or minister; (¢) A house or tenement appropriated and 
used as a school or seminary of learning for males; (@) and 
another house or tenement to be appropriated and used as a 
school or seminary of learning for females; With a proper and 
Teasonable quantity of ground, in each instance, thereto 
attached, and (¢) A cemetery of sufficient dimensions. (/) Any 
religious denomination may, in addition, own such colleges or 
seminaries of learning as it may think proper; and (¢) A place 
of residence for its superior clergyman. 


17. Chapter applicable to all corporations.—860. The 
provisions of this chapter, when not limited by their terms, 
shall apply to all corporations whatever, where the subject 
matter is not elsewhere prescribed. 


18. Mortmain restrictions.—Sections 4500 and 4501, 
Chap. CXLV, of the General Statutes, containing the Mort- 
main restrictions are duplications verbatim of Sections 269 and 


270 of the Constitution, found on p. 235. 
20 


MISSOURI. 


CONSTITUTION. Article II. Bill of Rights. 


1. Liberty of worship cannot invalidate contracts. 
Ou kh ae No person can be compelled te erect, support or 
attend any place or system of worship, or to maintain or support 
any priest, minister, preacher or teacher of any sect, church, 
creed or denomination of religion; but if any person shall vol- 
untarily make a contract for any such object, he shall be held 
to the performance of the same. 


2. General laws to be enacted.—8. No religious cor- 
poration can be established in this State, except such as may be 
created under a general law for the purpose only of holding the 
title to such real estate as may be prescribed by law for church 
edifices, parsonages and cemeteries. 


ARTICLE XII. CoRPORATIONS. 


3. Limitation on powers and real estate.—7. Nocor- 
poration shall engage in business, other than that expressly au- 
thorized in its charter or the law under which it may have been 
or hereafter may be organized, nor shall it hold any real estate 
forany period longer than six years, except such as may be 
necessary and proper for carrying on its legitimate business. 


REVISED STATUTHS, 1889. 
Cuap. XLII. Corporations, PRIVATE. 


ARTICLE I. ORGANIZATION, GENERAL Powers, DUTIES AND 
LIABILITIES. * 


4. First meeting.—2481. The first meeting of all cor- 
porations shall, unless otherwise provided for in their acts of 
incorporation, be called bya notice, signed by some one or more 
of the persons named as corporators in the act of incorpora- 
tion, and setting forth the time, place and purposes of the meet- 


* Omitted sections and parts of sections apply only to corporations having a capital 
stock. 
(240) 


MissourRI. 241 


ing, and such notice shall, seven days at least before the meet- 
ing, be delivered to each member, or published in some news- 
‘paper in the county where the corporation may be established, 
or if there be no such newspaper, then in the nearest news- 


paper. 
5. Justice of the peace may call special meeting.— 


2482. Whenever, for want of sufficient by-laws for the pur- 
pose, or of officers duly authorized, or from neglect or refusal 
of such officers, or from other legal impediments, a legal meet- 
ing of any corporation cannot otherwise be called, any justice 
of the peace in the county where it is desirable to hold such 
meeting, or where such corporation is established, if it be local, 
may, on a written application of two or more members thereof, 
issue a warrant to either of said memoers, directing him to 
call a meeting of such corporation, by giving such notice as is 
required in the preceding section. 


6. Who may preside at special meeting.—2483. 
Whenever any meeting of any corporation shall be called by 
warrant from a justice of the peace, the person to whom such 
warrant is directed may call the meeting to order and preside 
therein until a presiding officer is chosen and qualified, if there 
be no officer present whose duty it may be to preside. 


7. Election of officers, special provision when not 
held at proper time.—2488. If any election for directors in 
any such corporation shall not be held on the day appointed, it 
shall be the duty of the directors to notify and cause such elec- 
tion to be held within sixty days after the day so appointed; 
and on the day so notified, no person shall be admitted to vote 
except those who would have been entitled had the election 
taken place on the day when it ought to have been held. 


8. Failure to elect directors does not dissolve.—2489. 
A failure to elect directors on the day designated by law shall 
not have the effect of dissolving such incorporated company. 


9. Directors to appoint officers.—2491. The directors 
shall appoint one of their number president; they may also 
appoint a treasurer and secretary, and such other officers and 
agents as shall be prescribed by the by-laws of the company. 


10. Articles of incorporation to be filed. Date of cor- 
porate life——2492. Whenever any corporation shall be or- 
ganized under the laws of this State, it shall be the duty of the 


242 RELIGIOUS CORPORATIONS, 


officers of said corporation to file with the secretary of State a 
copy of the articles of association or incorporation, and the cor- 
porate existence of such corporation shall date from the time of 
filing said copy of such articles.* .... 


11. Amendments to articles of incorporation. Con- 
struction of act.—2495. All amendments to articles of asso- 
ciation of corporations organized under the laws of this State, 
made and filed in the office of the secretary of State, are and 
shall be and become a part of the articles of association of the 
corporation adopting and filing the same; and this section shall 
not be so construed as to give any corporation whose articles 
are amended as in this article contemplated any greater rights 
than though the subject of the amendments had been incorpo- 
rated into the original articles of association. ... . 


12. Certificate not to issue to corporation, when.— 
2496. No certificate of its incorporation or certificate of its 
change of corporate name shall be issued by the secretary of 
State to any company or association: First, under the same 
corporate name and style as that already assumed by another 
corporation; nor, second, when the corporate name and style 
assumed is the name of a person or a firm, unless there 
be joined thereto some word designating the business to be 
carried on, followed by the word company or corporation. 


13. Powers.—2508. Every corporation, as such has power: 
First, to have succession by its corporate name, for the period 
limited in its charter, and, when no period is limited, for twenty 
years; second, to sue and be sued, complain and defend in any 
court of law or equity; third, to make and use a common seal, 
and alter the same at pleasure; fourth, to hold, purchase, mort- 
gage or otherwise convey such real and personal estate as the 
purposes of the corporation shall require, not exceeding the 
amount limited in its charter or the law creating it, and also to 
take, hold and convey such other property, real, personal or 
mixed, as shall be necessary or requisite for such corporation 
to acquire in order to obtain or secure the payment of any 
indebtedness or liability belonging to the corporation; fifth, to 
appoint such subordinate officers and agents as the business of 
the corporation shall require, and to allow them a suitable com- 
pensation; sixth, to make by-laws not inconsistent with existing 
law, for the management of its property, the regulation of its 


*See No. 26, Section, 2825, p. 247, for other-pravisions as to certificate. 


i 


i 


: 


Missouri. 243 


affairs and for the transfer of its stock; seventh, to increase or 
diminish, by a vote of its stockholders, cast as its by-laws may 
direct, the number of its directors or trustees to not less than 
three nor more than thirteen, and may, in like manner, change 
its corporate name without in anywise affecting its rights, priv- 
ileges or liabilities; such changes of name or number of direc- 
tors or trustees shall take effect and be in force from the date 
at which the president or secretary of such corporation shall 
file with the secretary of State an affidavit setting forth the 
name adopted or the number of directors or trustees fixed, 
together with the date at which change in name or number of 
directors or trustees was voted by the stockholders of such cor- 
poration. Provided, That no corporation shall engage in busi- 
ness other than that expressly authorized in its charter, or the 
law under which it may have been or may hereafter be organ- 
ized. 

14, Existing corporations may accept provisions.— 
2509. The powers enumerated in the preceding section shall 
vest in every corporation that shall hereafter be created or 
organized, and any corporation, including those heretofore 
organized and now, in existence under any general or special 
law of this State, may accept the provisions of the general 
laws of this State relating to corporations, by filing with the 
secretary of State a certificate of such acceptance, signed by 
its president and secretary, duly authorized by its board of 
directors and approved by a vote of three-fourths of its stock- 
holders, at any meeting duly and legally called for that purpose 
—notice of such meeting first having been given in manner 
and form as provided in sections 2499 and 2500* of this article, 
or by three-fourths of the stockholders, in writing; and upon 
the filing of such certificate, the time of the existence of said 
corporation shall be extended for such period as was originally 
permissible to it, or as may be stated in its certificate of accept- 
ance. But nothing herein contained shall extend or continue 
to any corporation organized or existing under a special law or 
charter any special privilege, immunity, franchises or exemp- 
tions not possessed by corporations organized under the general 
laws of this State; and any corporation organized or existing 
under special law or charter shall, by accepting or availing 
itself of the provisions of this section, be deemed and held to 
*These sections require sixty days’ notice published weekly in a newspaper in or 


Near the place where the corporation is located, the last notice being not less than one 
nor more than six days before meeting. 


244 RELIGIOUS CORPORATIONS. 


thereby waive and surrender any and all such special privileges, 
immunities, franchises and exemptions, and it shall be subject 
to all the duties and obligations of corporations under the gen- 
eral laws of this State. .: . - 


15. Majority validates acts.—2510. When the corpo- 
rate powers of any corporation are directed by its charter, or 
the provisions of this law, to be exercised by any particular 
body or number of persons, a majority of such body or per- 
sons, if it be not otherwise provided in the charter or law crea- 
ting it, shall be a sufficient number to form a board for the 
transaction of business, and every decision of a majority of the 
persons assembled as a board shall be valid as a corporate act. 


16. Dissolution.* Directors to be trustees.—2513. Upon 
the dissolution of any corporation already created, or which 
may hereafter be created by the laws of this State, the presi- 
dent and directors or managers of the affairs of said corpora- 
tion at the time of its dissolution, by whatever name they may 
be known in law, shall be trustees of such corporation, with 
full powers to settle the affairs, collect the outstanding debts 
and divide the moneys and other property among the stock- 
holders, after paying the debts due and owing by such corpora- 
tion at the time of its dissolution, as far as such money and 
property will enable them; to sue for and recover such debts 
and property by the name of the trustees of such corporation, 
describing it by its corporate name, and may be sued by the 
same; and such trustees shall be jointly and severally respon- 
sible to the creditors and stockholders of such corporation to 
the extent of its property and effects that shall have come into 
their hands. 


17. Lands, how conveyed.—2514. It shall be lawful for 
any corporation to convey lands by deed, sealed with the com- 
mon seal of said corporation, and signed by the president, vice- 
president or the presiding officer or trustee of said corpora- 
tion; and such deed, when acknowledged by such officer to be 
the act of the corporation, or proved in the usual form pre- 
scribed for other conveyances of lands, shall be recorded in the 
recorder’s office of the county where the land lies, in like man- 
ner with other deeds. 


18. Corporations may sue members, when and how. 
—2516. All bodies corporate, by any suit at law in any court 


* See No. 34, Section 2835, p. 249. 


MissourI. 245 


in this State, may sue for, recover and receive from their re- 
spective members all arrears or other debts, dues and other de- 
mands which now are or hereafter may be owing to them, in 
like mode, manner and form as they might sue for, recoverand 
receive the same from any person who might not be one of their 
body, any law, usage or custom to the contrary thereof notwith- 
standing. 


19. Suits, where commenced.—z529. Suits against cor- 
porations shall be commenced either in the county where the 
cause of action accrued, or in any county where such corpora- 
tions shall have or usually keep an office or agent for the trans- 
action of their usual and customary business. 


20. Notices, etc., how served.—z530. All notices, or- 
ders and rules required to be served in the progress of any 
cause shall be served in like manner as in other civil cases. 


21. Records of corporation evidence, when.—2532. 
The records of any company incorporated under the provis- 
ions of this chapter, or copies thereof, duly authenticated by 
the signature of the president and secretary of such company, 
under the corporate seal thereof, shall be competent evidence 
in any suit to which such company may be a party. 


22. Name of old may be taken by new corporation. 
—25386. Whenever the charter of any corporation in this 
State is about to expire by limitation of time, and the stock- 
holders of such corporation, or a majority in interest thereof, 
desire to incorporate under the general corporation laws of this 
State for the purpose of continuing the business of such expir- 
ing corporation, it shall be lawful for the new corporation to 
adopt the corporate name of such old corporation; Provided, 
That nothing herein contained shall be construed to confer upon 
the new corporation any property, rights, privileges or fran- 
chises enjoyed or owned by the old corporation, save and except 
the use of the old name. 


23. This article not to extend to what.—2541. Noth- 
ing contained in this article shall be construed to extend to any 
county or township, or to any public university, academy, semi- 
nary or school incorporated by the laws of this State. 


246 RELIGIOUS CORPORATIONS. 


Cuap. XLII. Arr. X. BENEVOLENT, RELIGIOUS, . ... AND 
MIscELLANEOUS ASSOCIATIONS. 


24. How incorporated.—2821. Any number of persons, 
not less than three, who shall have associated themselves by 
articles of agreement in writing, asa society, company, asso- 
ciation or organization formed for benevolent, religious, scien- 
tific or educational purposes, may be consolidated and united 
into a corporation. Such articles of agreement may be organic 
regulations, or a constitution, or other form of association, and 
any corporate name, not already assumed by another corpora- 
tion, may be chosen as the title of the corporation; Provided 
always, That the scope and purpose of the association be clearly 
and fully set forth. 


25. Articles to be submitted to circuit court. Cer- 
tificate to be the charter.—2822. The persons holding the offi- 
ces respectively of president, secretary and treasurer of the asso- 
ciation or other chief officers, by whatever name they may be 
known, shall submit to the circuit court having jurisdiction in the — 
city or county where such association is located, the articles of 
agreement, witha petition praying for a pro forma decree there- 
on. If the court shall be of opinion that such articles of agree- 
ment and the purposes of association come properly within the 
purview of this articie, and are not inconsistent with the constitu- 
tion or laws of the United States, or of this State, the court shall 
enter of record an order to that effect, a certified copy of which 
order shall, by the clerk be indorsed upon or attached to said 
articles. But no such order shall be made until such petition 
shall have remained on file in the clerk’s office of said court for 
at least three days after said petition shall have been presented 
to the court; and whenever the judge to whom such petition 
shall have been presented shall entertain any doubt as to the 
lawfulness or public usefulness of the proposed corporation, it 
shall be his duty to appoint some competent attorney, as a 
friend of the court, whose duty it shall be to examine said peti- 
tion and show cause, if any there be, on some day to be fixed 
by the court, why the prayer of said petition should not be 
granted, and said attorney shall not be confined in his examina- 
tion to said petition and articles of association, but may intro- 
duce such testimony as may be available and proper in order to 
fully disclose the true purposes of the association; and, upon the 
hearing thereof, the court shali make such further order, grant- 
ing or dismissing said petition, as to it may seem best, and 


ar he 


Missouri. 247 


upon the granting of such petition, the petitioners shall cause 
the articles of agreement, with the certificate aforesaid, to be 
recorded in the office of the recorder of deeds of the county in 
which the association is located, and then filed in the office of 
the secretary of State. The secretary of State shall issue to 
the petitioners a certified copy of such articles of agreement, 
with the several certificates thereon as filed in his office, which 
certified copy shall be the charter of incorporation; and there- 
upon the petitioners, their associates and successors shall be 
created a body corporate and politic, by the corporate name 
designated in such charter, and such charter together with this 
act, shall be received in courts and places as legal evidence of 
the incorporation of such association. 


26. What associations may incorporate.—2825. Any 
association formed for benevolent purposes, . . . . any asso- 
ciation, congregation, society or church organization formed for 
religious purposes, and any association formed to provide or 
maintain a cemetery; ... . and in general, any association, 
society, company or organization which tends to the public ad- 
vantage in relation to any or several of the objects above enu- 
merated, and whatever is incident to such objects, may be cre- 
ated a body corporate and politic by complying with sections 
2821 and 2822.* 


27. Charters, how amended.—z2826. Any corporation 
formed under this article or any existing corporation formed for 
benevolent, religious, scientific or educational purposes, may 
amend its charter in any matter germane to such charter, by 
submitting the proposed amendment to the circuit court, and in 
other respects proceeding as required in section 2822,+ for the 
original articles of agreement. And upon the issuing of a cer- 
tified copy of such amendment by the secretary of State, such 
amendment shall become and be part of the charter of such 
corporation with like effect and validity as though originally 
incorporated in such charter. Any such corporation may, with- 
out losing its personal identity, change its corporate name, as 
an amendment to its charter. 


28. Dues collectible. Individual liability.— 2827. 
The dues of members of corporations created under this article, 
as determined by their charters or by-laws, and any donations 
or subscriptions to which they may voluntarily obligate them- 


*See Nos. 24 and 25, p. 246, + See No. 15, p. 244. 


248 RELIGIOUS CORPORATIONS. 


selves, may be collected as any other debt, but over and above 
such dues and such subscriptions in no case shall any member 
be individually liable. 


29. May be formed to execute trusts.—2828. Corpo- 
rations may be formed, under the provisions of this article, to 
execute any trust the purpose whereof is within the purview of 
this article, and may receive and take, by deed or devise, in 
their corporate capacity, any property, real and personal, for the 
uses and purposes of such trust, and execute the trust so created. 


30. What associations not to incorporate. Excep- 
tion for building purposes.—2829. No association, society 
or company, formed for manufacturing, agricultural or business 
purposes of any kind, or for pecuniary profit in any form, nor 
any corporation having a capital stock divided into shares, shall 
be incorporated under this article: Provided, That any com- 
pany formed to erect a building for the exclusive use of a so- 
ciety within the purview of this article, without pecuniary con- 
sideration from such society, may become a body corporate un- 
der this article notwithstanding it has a capital stock in shares, 
and may receive subscriptions to such stock, to be paid in real 
estate, in money, property or services rendered to such com- 


pany. 


31. Records to be kept.—2830. Every corporation 
formed under this article shall keep a fair record of all its 
proceedings, which record shall be open, at all reasonable hours, 
to the inspection of all its members. 


32. By-laws. New members. Removal of officers. 
—2831. Every corporation created under this article shall make 
by-laws for its government and support and the management of 
its property, and therein provide, unless such provision is 
already made in its charter, for the admission of new members 
and how they shall be admitted and prescribe their qualifica- 
tions. Provision may also be made, in such by-laws for the 
removal of officers for cause, and for the expulsion of members 
guilty of any offense which affects the interests or good goy- 
ernment of the corporation, or is indictable by the laws of the 
land; Provided, always, That such by-laws shall be comform- 
able to the charter of such corporation, and shall not impair or 
limit any provision thereof, or enlarge its scope, and shall not 
be contrary to the provisions of the constitution or laws of 
this State. 


—A- st - . O 


Missouri. 249 


33. May acquire property, how. Application of 
income.—2833. It shall be lawful for any corporation which 
may be organized under this article, or any existing corpora- 


_ tion the purposes whereof are included in those mentioned in 


section 2825* hereof, to acquire, by subscription, purchase, 
devise or gift, shares of stock in any stock company which 
shall hereafter be incorporated under and pursuant to the laws 
of this State, for the sole purpose of erecting or purchasing a 
hall or building for the use and benefit of any one or more of 
such corporations, as mentioned in section 2825, and to hold 
such stock as personal property, and to enjoy the rights and 
privileges appertaining to such ownership; Provided, That the 
stock corporation erecting or purchasing such hall or building 
for the purpose aforesaid shall not permit the same to be occu- 
pied or used by any person or corporation for any purpose not 
included among those specified in section 2825, except so much 
of said building as may be necessarily rented for business pur- 
poses, in order to secure a sufficient revenue to provide for the 
expenses of the care and maintenance of said property, and for 
annual dividends not to exceed five per cent. upon the capital 
stock thereof, and every such stock corporation as hereinbefore 
mentioned shall, in the articles of association thereof, expressly 
declare its sole purposes to be such as above provided for; and 
Provided further, That any corporation, the purposes whereof 
are included in section 2825 thereof, may acquire and hold in 
its own name such real estate and buildings as may be neces- 
sary for assembly, library, laboratory and other rooms 
Tequisite for its purposes, and may receive income from such 
other rooms as may be requisite to the completeness of such 
buildings; but such income shall be applied to the purpose of 
such corporation as defined in section 2825. 


34. Quo warranto proceedings. Receiver.—2835. 
The circuit court of the city or county in which any corpora- 
tion organized under this article shall be located shall, upon 
proceedings by information in the nature of a guo warranio, 
instituted against such corporation or the officers thereof, by 
the attorney-general or circuit attorney, at the relation of any 
person desiring to prosecute the same, inquire into any alleged 
unlawful acts of or misuser or non-user of its franchise by such 
corporation, in like manner as is or may be provided by law for 
proceedings in case of the alleged usurpation of or intrusion 


*See No. 26, p. 247. 


250 ; RELIGIOUS CORPORATIONS. 


into any public office by any person. If, in any such pro- 
ceedings, judgment of forfeiture or dissolution be rendered 
against such corporation, it shall be lawful for the court to pro- 
vide by such judgment for the vesting of the property of such 
corporation, upon such dissolution or forfeiture, in a receiver 
or receivers, to be appointed by the court, and in his or their 
successors in office. Such receiver or receivers, upon giving 
sufficient security, to be approved by the court, for the faithful © 
performance of his or their duties, shall succeed to the title of 
such corporation in and to all its property and estate, and shall 
hold the same in trust for the creditors thereof, and other per- 
sons who may be entitled thereto, and shall receive, collect, 
sue for, recover, hold, manage and dispose of the same under 
and pursuant to the orders of such court, to be made from time 
to time in that behalf, according to right and justice. Any sur- 
plus remaining after paying the debts of such corporation shall, 
except as hereinafter provided, be distributed among the per- — 
sons who were members of such corporation at the time of such 
dissolution or forfeiture, or their legal representatives respect- 
ively, in equal shares, unless for good cause shown the court — 
shall otherwise order; Provided, That if upon the dissolution 
or forfeiture of the franchises of any corporation formed under 
this article, it shall appear that any property vested in said cor- 
poration was held by it upon trust for any charitable purpose, 
or subject to the provisions of section 2832,* such property or 
surplus shall not be distributed as above provided, but shall, by 
decree of such court, to be made without delay, after the debts ~ 
of such corporation, if any, shall have been fully paid out of 
said property, be vested in one or more trustees for the chari- 
table purpose for which such corporation held the same, or, in 
the case of corporations which have complied with the provi- 
sions of section 2832, shall be disposed of in the manner in 
said section provided for upon the dissolution of any such cor- 
poration. And it shall be the duty of the attorney-general, or 
circuit or prosecuting attorney of the proper circuit or county, 
whenever any credible person shall, in writing, make complaint 
to him upon affidavit of information and belief, that any corpo- — 
tation formed under this article has, in any material matter, — 

*(NoTE.) Section 2832 may be embodied in the charter of a corporation desirous of 
acting as quasi trustee for the public. It applies only and ‘‘is expressly limited to such 
association as may be formed for the purpose of promoting historical studies or natural 
science, of establishing a museum, library or an art gallery, such educational and scien- 


tific purposes being chiefly for the advantage of the public where such corporation is 
located.” 


MIssourl. 251 


" willfully misused, or, for two years last past, has neglected to 

use its franchises, or has otherwise become liable to forfeit its 
charter, to inquire diligently into the grounds of such complaint, 
and upon reasonable cause shown therefor, to institute proceed- 
ings by information in the nature of a guo warranto, looking to 
a dissolution of such corporation and a forfeiture of its corpo- 
rate rights. 


35. Existence of corporation may be established 
when record is lost.—Any body or department of any ben- 
evolent, religious or scientific corporation, created under any 
general or special statute law, which body or department has 
for more than twenty consecutive years regularly kept its 
organization and performed all its functions as such department 
of such corporation, may file its petition in the circuit court of 
the city or county in which the same is or has been acting, set- 
ting forth the facts concerning the original organization, as 
well as the continued existence as such corporation, and also 
the operation of such department of it. The court may, on 
the hearing, receive and consider evidence of the continued 
and active organization and operation of such department as 
tending to show the organization and continued existence of 
the corporation itself; it may take proof as to the loss of the 
records proving such organization and continued existence of 
the corporation and all matters concerning the same. The 
court shall hear and determine the case in a summary manner. 
It shall have jurisdiction by its decree to establish the fact of 
such organization and continued existence of such corporation. 
The court may also, in its discretion, vest in such department 
and under any suitable name, all the rights and privileges 
granted to such corporation. But such decree shall not affect 
any adverse rights under any circumstances; but subject to this 
proviso, it shall be conclusive evidence of the fact therein 
stated, and as such shall be received in all courts and places. 
All costs of such proceedings shall be paid by the petitioners.* 


[Laws of 1885, p. 99.] 


*The Missouri State Department holds that this section is repealed, 


MONTANA. 


CONSTITUTION.* Article XV. 


[In effect Nov. 8, 1889.] 


1. General laws to be enacted. Repeal.—2z. No 
charter of incorporation shall be granted, extended, changed 
or amended by special law, except for such municipal, charita- 
ble, educational, penal or reformatory corporations as are, or 
may be under the control of the State; but the Legislative 
Assembly shall provide by general law for the organization of 
corporations hereafter to be created; Provided, That any such 
laws shall be subject to future repeal or alteration by the 
Legislative Assembly. 


2. Charters repealable.—3. The Legislative Assembly 
shall have the power to alter, revoke or annul any charter of 
incorporation existing at the time of the adoption of this Con- 
stitution, or which may be hereafter incorporated, whenever in 
its opinion it may be injurious to the citizens of the State. 


CODES AND STATUTES, 1895. 
CopE or Civit PROCEDURE. 


Part III. Tirte VI. Votuntary DissoLuTIoN oF Corpo- 
RATIONS. 


3. Dissolution, how effected.—2z190. A corporation 
may be dissolved by the district court of the county where its 
principal place of business is situated, upon its voluntary appli- 
cation for that purpose. 


4. Application, contents of.—z191. The application 
must be in writing, and must set forth: 

1. That at a meeting of the stockholders or members called 

* Article XX, Section 1, of the Constitution provides that all laws of the Territory of 


Montana shall remain in full force until altered or repealed by the State Legislature, 
Also that the word ‘‘State”’ shall be substituted for ‘‘ Territory '’ whenever necessary. 


(252) 


———— 


Montana. 253 


for that purpose, the dissolution of the corporation was resolved 
upon by a two-thirds vote of all the stockholders or members. 

2. That all claims and demands against the corporation 
have been satisfied and discharged. 


5. Application to be signed and verified.—2192. The 
application must be signed by a majority of the board of trus- 
tees, directors or other officers having the management of the 
affairs of the corporation, and must be verified in the same 
manner as a complaint in a civil action. 


6. Application to be filed and notice to be published. 
—2193. If the court is satisfied that the application is in con- 
formity with this title, the judge thereof must order it to be 
filed with the clerk, and that the clerk give not less than thirty 
nor more than fifty days’ notice of the application, by publica- 
tion in some newspaper published in the county; and if there 
are none such, then by advertisement posted up in three of the 
principal public places in the county. 


7. Objections, filing of—z2194. At any time before the 
expiration of the time of publication, any person may file his 
objections to the application. 


8. Application, hearing of.—z195. After the time of 
publication has expired, the court or judge may, upon five 
days’ notice to the persons who have filed objections, or with- 
out further notice, if no objections have been filed, proceed to 
hear and determine the application, and if all the statements 
made therein are shown to be true, must declare the corpora- 
tion dissolved. 


9. Judgment roll. Appeals.—z196. The application, 
notices, proof of publication, objections [if there be any], and 
declaration of dissolution, constitute the judgment roll; and 
from the judgment an appeal may be taken, as from other 
judgments of the district court. 


CIVIL CODE. 
Pivet, “Part FV. CPRLE « 
CHap. I. Formation or Corporations. Art. I. Corpora- 
TIONS DEFINED AND How ORGANIZED. 


10. How incorporated.—392. Private corporations may 
be formed by the voluntary association of any three or more 
persons in the manner prescribed in this article. 


254 RELIGIOUS CORPORATIONS. 


11. Purposes.—393. The purposes for which the private 
corporations mentioned in the last section are: 

1. The support of public worship. 

2. The support of any religious, benevolent, charitable, 
educational or missionary undertaking. .... 


12. Legislature, power of, over charters.—394. Every 
grant of corporate power is subject to alteration, suspension or 
repeal, in the discretion of the Legislative Assembly. 


13. Name. Mistake in name notto invalidate instru- 
ments.—396. Every corporation must have a corporate 
name, which it has no power to change unless expressly author- 
ized by law; but the name is to be deemed so far matter of 
description, that a mistake in the name in any instrument may 
be disregarded, if a sufficient description remains by which to 
ascertain the corporation intended. 


14. Extension of corporate life.—,4o00. Any corpora- 
tion formed under the laws of the territory or state of Montana, 
except those dissolved by the provisions of § 393,* and still ex- 
isting, may at any time within the period limited for its dura- 
tion elect to continue its existence under the provisions of this 
code applicable thereto. Such election may be made at any 
annual meeting of the stockholders, or members, or at any 
meeting called by the directors expressly for considering 
the subject, if voted by stockholders representing a ma- 
jority of the capital stock, or by a majority of the members, 
or may be made by the directors upon the written consent of 
that number of such stockholders or members. A certificate 
of the action of the directors signed by them and their secre- 
tary, when the election is made by their unanimous vote, or 
upon the written consent of the stockholders or members, or a 
certificate of the proceedings of the stockholders, or members 
when such election is made at any such meeting, signed by the 
chairman and secretary of the meeting, and a majority of the 
directors, must be filed in the office of the clerk of the county 
where the original articles of incorporation are filed, and a cer- 
tified copy thereof must be filed in the office of the secretary of 
state; and thereafter the corporation shall continue its exist- 
ence under the provisions of this code which are applicable 
thereto, and shall possess all the rights and powers, and be 
subject to all the obligations, restrictions, and limitations pre- 
scribed thereby. 


* Does not inelude religious corporations. 


MonTAana, 255 


15. Prior corporations not affected. Previous laws 

) repealed.—4or. No corporation formed or existing before 

_ twelve o’clock noon upon the day which this code takes effect, 
is affected by the provisions of part IV, of division first, of 
this code, unless such corporation elects to continue its exist- 
ence under it as provided in § 400;* but the laws under which 
such corporations are formed and exist are applicable to all 
such corporations, and are repealed, subject to the provisions 
of this section. 


, 


16. Articles of incorporation, definition.—402. The 
instrument by which a private corporation is formed is called 
* Articles of Incorporation.” 


17. Articles, contents of.—403. Articles of incorpora- 
tion must be prepared, setting forth: 

1. The name of the corporation. 

2. The purpose for which it is formed. 

3. The place where its principal business is to be trans- 
acted. 

4. The term for which it is to exist, not exceeding twenty 
years. 

5. The number of its directors or trustees, which shall not 
be less than three nor more than thirteen, and the names and 
residences of those who are appointed for the first three months 
and until their successors are elected and qualified 


18. Articles, additional facts.—404. The articles of in- 


4. In case of religious, benevolent and other like incorpo- 
rations, the articles of incorporation shall state as provided in 
§$862t of thiscode..... 


19. Articles, to be subscribed and acknowledged.— 
405. Thearticles of incorporation must be subscribed by three 
or more persons, and acknowledged by each before some officer 
authorized to take and certify acknowledgments of convey- 
ances of real property. 


20. Articles to be filed and recorded. Certificate of 
incorporation.—406. Upon filing and recording the articles 
of incorporation in the office of the county clerk of the county 
in which the principal business of the company is to be trans- 
acted, and a copy thereof, certified by the county clerk, with 


*See No. 14, p. 254. +See No. 50, p. 264- 
21 


256 ReLicious CoRPoRATIONS. . 


the secretary of state, the secretary must issue to the corpora- 
tion, over the great seal of the State, a certificate that a copy 
of the articles, containing the required statement of facts has 
been filed in his office; and thereupon the persons signing the 
articles, and their associates and successors, shall be a body 
politic and corporate, by the name stated in the certificate, and 
for the term of twenty years, unless it is in the articles of in- 
corporation otherwise stated, or in this code otherwise specially 
provided; and in no case must such term exceed twenty years. 


21. Articles, copy of, to be evidence.—407. A copy of 
any articles of iucorporation filed in pursuance of this chapter, 
and certified by the secretary of state, must be received in all 
courts and other places as prima facie evidence of the facts 
therein stated. 


22. Articles to be filed with county clerk.—409. No 
corporation hereafter formed shall purchase, locate, or hold 
property in any county in this State, without filing a copy of 
the copy of its articles of incorporation filed in the office of the 
secretary of state, duly certified by such secretary of state, in 
the office of the county clerk of the county in which such prop- 
erty is situated, within sixty days after such purchase or loca- 
tion is made. Every corporation now in existence, whether 
formed under the provisions of this code or not, must within 
ninety days after the passage of this code, file such certified 
copy of the copy of its articles of incorporation in the office of 
the county clerk of every county in this State in which it holds 
any property; except the county where the original articles of 
incorporation are filed; and if any corporation hereafter acquire 
any property in a county other than that in which it now holds 
property, it must, within ninety days thereafter, file with the 
clerk of such county such certified copy of the copy of its arti- 
cles of incorporation. The copies so filed with the several 
county clerks and certified copies thereof shall have the same 
force and effect in evidence as would the originals. Any cor- 
poration failing to comply with the provisions of this section 
shall not maintain or defend any action or proceeding in relation 
to such property, its rents, issues, or profits, until such articles 
of incorporation and such certified copy of its articles of incor- 
poration shall be filed at the places directed by the general law 
and this section; Provided, That all corporations shall be liable 
in damages for any and all loss that may arise by the failure of 
such corporation to perform any of the foregoing duties within 


MonTANna. 257 


the time mentioned in this section; and provided further, That 
the said damages may be recovered in an action brought in any 
court of this State of competent jurisdiction, by any party or 
parties suffering the same. 


Art. II. By-Laws, Directors, ELECTIONS AND MEETINGS. 


23. By-laws, how adopted.—430. Every corporation 
formed under this title must, within one month after filing 
articles of incorporation, adopt a code of by-laws for its govern- 
ment, not inconsistent with the constitution and laws of this 
State. The assent of the stockholders representing a majority 
of all the subscribed capital stock, or a majority of the mem- 
bers, if there be no capital stock, is necessary to adopt by-laws 
if they are adopted at a meeting called for that purpose; and 
in the event of such meeting being called, two weeks’ notice of 
the same by advertisement in some newspaper published in the 
county in which the principal place of business of the corpora- 
tion is located, or if none is published therein, then in a paper 
published in an adjoining county, must be given by order of 
the acting president. The written assent of the holders of two- 
thirds of the stock, or of two-thirds of the members, if there 
be no capital stock, shall be effectual to adopt a code of by- 
laws without a meeting for that purpose. 


24. Directors, election of.—431. The directors must be 
elected annually by the stockholders or members, and if no 
provision is made by the by-laws for the time of election, the 
election must be held on the first Tuesday in June. Notice of 
such election must be given, and the right to vote determined 
as prescribed in § 430.* 


25. By-laws, contents.—432. A’corporation may, by its 
by-laws, where no other provision is specially made, provide for: 

1. The time, place, and manner of calling and conducting 
its meetings. 

2. The number of stockholders or members constituting a 
quorum. 

3. The mode of voting by proxy. 

4. The time of the annual election of directors, and the 
mode and manner of giving notice thereof. 

5. The compensation and duties of officers. 

6. The manner of election and the tenure of office of all 
officers other than the directors; and, 

*See No. 23, above. 


258 RELIGIOUS CORPORATIONS. 


7. Suitable penalties for violations of by-laws, not exceed- 
ing in any case one hundred dollars for any one offense. 


26. Book of by-laws. Amendment and repeal.—433. 
All by-laws adopted must be certified by a majority of the ~ 
directors and secretary of the corporation and copied in a legi- 
ble hand, in some book kept in the office of the corporation, to 
be known as the ‘‘ Book of By-Laws,” and no by-laws shall 
take effect until so copied, and the book shall then be open to 
the inspection of the public during office hours of each day 
except holidays. The by-laws may be repealed or amended, 
or new by-laws may be adopted, at the annual meeting, or at 
any other meeting of the stockholders or members, called for 
that purpose by the directors, by a vote representing two-thirds 
of the subscribed stock or by two-thirds of the members. 
The written assent of the holders of two-thirds of the stock, 
or two-thirds of the members, if there be no capital stock, 
shall be effectual to repeal or amend any by-law or to adopt 
additional by-laws. The power to repeal or amend by-laws, 
and adopt new by-laws, may, by a similar vote at any such 
meeting, or similar written assent be delegated to the board 
of directors. The power, when delegated, may be revoked 
by a similar vote, at any regular meeting, of the stock- 
holders or members. Whenever any amendment or new by- 
law is adopted, it shall be copied in the book of by-laws, 
with the original by-laws, and immediately after them, and 
shall not take effect until so copied. If any by-law be repealed, 
the fact of repeal with the date of the meeting at which the 
repeal was enacted, or written consent was filed, shall be stated 
in said book, and until so stated the repeal shall not take 
effect. 


27. Directors, board of, must control. Quorum. 
Vacancies.—434. The corporate powers, business and prop- 
erty of all corporations formed under this title must be exer- 
cised, conducted and controlled by a board of not less than 
three nor more than thirteen directors, to be elected from 
among the holders of stock, or, where there is no capital stock, 
then from the members of such corporations. .... Directors 
of all other corporations must be members thereof. Unless a 
quorum* is present and acting, no business performed or act 
done is valid as against the corporation. Whenever a vacancy 
occurs in the office of the director, unless the by-laws of the 


* See No. 30, p. 259. 


; 


MonTAna. 259 


corporation otherwise provide, such vacancy must be filled by 
an appointee of the board. 


28. Directors, when to be first elected.—435. At the 
meeting at which the by-laws are adopted or at such subsequent 
meeting as may be then designated, directors must be elected, 
to hold their offices for one year, and until their successors are 
elected and qualified. 


29. Elections, votes at.—436. All elections must be by 
Mamot, .... In corporations having no capital stock each 
member of the corporation may cast as many votes for one 
director as there are directors to be elected, or may distribute 
the same among any or all of the candidates. In either case 
the directors receiving the highest number of votes shall be 
declared elected. 


30. Directors, organization of. Officers. Majority 
governs.—437. Immediately after their election, the directors 
must organize by the election of a president, who must be one 
of their number, a secretary and treasurer. They must perform 
the duties enjoined on them by law and the by-laws of the 
corporation. A majority of the directors is a sufficient number 
to form a board for the transaction of business, and every de- 
cision of a majority of the directors forming such board, made 
when duly assembled, is valid as a corporate act. 


31. Directors, removal of.—439. No director shall be 
removed from office unless by a vote of two-thirds of the 
members, or of stockholders holding two-thirds of the capital 
Stock, at a general meeting held after previous notice of the 
time and place of the intention to propose such removal. 
Meetings of stockholders for this purpose may be called by the 
president or by a majority of the directors, or by members or 
stockholders, holding at least one-half of the votes. Such calls 
must be in writing, and addressed to the secretary, who must 
thereupon give notice of the time, place, and object of the 
meeting, and by whose order it is called. If the secretary re- 
fuse to give the notice, or if there is none, the call may be 
addressed directly to the members or stockholders, and be 
Served as a notice in which case it must specify the time and 
place of the meeting. The notice must be given in the manner 
provided in § 430* of this title, unless other express provision 
has been made therefor in the by-laws. In case of removal 


_ the vacancy may be filled by election at the same meeting. 


*See No. 23, p. 257 


260 RELIGIOUS CORPORATIONS. 


32. Meeting, by order justice of the peace.—44o. . 
Whenever, from any cause, there is no person authorized to 
call or preside at the meeting of a corporation, any justice of 
the peace of the county where such corporation is established 
may, on written application, of three or more of the stock- 
holders, or of the members thereof, issue a warrant to one of 
the stockholders or members directing him to call a meeting of 
the corporation by giving the notice required, and the justice 
may in the same warrant direct such person to preside at such 
meeting until a clerk is chosen and qualified, if there is no 
other officer present legally authorized to preside thereat. 


33. Elections, postponed.—443. If from any cause an 
election does not take place on the day appointed in the by- 
laws, it may be held on any day thereafter as is provided for in 
such by-laws, or to which such election may be adjourned or 
ordered by the directors. If an election has not been held at 
the appointed time, and no adjourned or other meeting for the 
purpose has been ordered by the directors, a meeting may be 
called by the stockholders as provided in § 439* of this article. 


34. Elections, complaints as to.—444. Upon the ap- 
plication of any person or body corporate aggrieved by any 
election held by any corporate body, the district court of the 
district in which such election was held, or a judge thereof, 
must proceed forthwith to hear the allegations and proofs of 
the parties, or otherwise inquire into the matters of complaint, 
and thereupon confirm the election, order a new one, or direct 
such other relief in the premises as accords with right and jus- 
tice. Upon filing the petition, and before any further proceed- 
ings are had under this section, five days’ notice of the hearing 
must be given, under the direction of the court or the judge 
thereof, to the adverse party or those to be affected thereby. 


35. Meetings by unanimous consent valid.—446. 
When all the stockholders or members of a corporation are 
present at any meeting, however called or notified, and sign a 
written consent thereto on the record of such meeting, the acts 
and proceedings of such meeting are as valid asif had at a 
meeting legally called and noticed. 


36. Meetings by consent competent for business.— 
447. The stockholders or members of such corporation, when 
so assembled, may elect officers to fill all vacancies then exist- 


*See No. 31, p. 259. 


MontTANA. 261 


ing, and may act upon such other business as might lawfully be 
transacted at regular meetings of the corporation. 


37. Meetings to be held at place of business.-—448. 
The meetings of the stockholders and board of directors of a 
corporation must be held at its office or principal place of 
business. 


38. Special meetings, how called.—449. When no 
provision is made in the by-laws for regular meetings of the 
directors and the mode of calling special meetings, all meetings 
must be called by special notice in writing, to be given to each 
director by the secretary, on the order of the president, or if 
there is none, on the order of two directors. 


Cuap. III. Corporate Powers. ArT. I. GENERAL PowERS. 


39. Powers.—520. Every corporation, as such, has 
power: 

1. Of succession, by its corporate name, for the period 
limited in its articles of incorporation. 

2. To sue and be sued, in any court. 

3. To make and use a common seal, and alter the same at 
pleasure. 

4. To purchase, hold, and convey such real and personal 
estate as the purposes of the corporation may require. 

5. To appoint such subordinate officers or agents as the 
business of the corporation may require, and to allow them 
suitable compensation. 

6. To make by-laws, not inconsistent with any existing 
law, for the management of its property, the regulation of its 


affairs and for the transfer of its stock. 


7. To enter into any obligations or contracts essential to 
the transaction of its ordinary affairs, or for the purposes of the 
corporation. 


40. Powers, limitation upon.—s5z21. In addition to the 
powers enumerated in the preceding section, and to those else- 
where expressly given, no corporation shall possess or exercise 
any corporate powers, except such as are necessary to the exer- 
cise of the powers so enumerated and given. 


41. Limit of time for commencing business.—523. If 
a corporation does not organize and commence the transaction 
of its business or the construction of its works within one year 


262 RELIGIOUS CORPORATIONS. 


from the date of its incorporation, its corporate powers cease. 
The due incorporation of any company, claiming in good faith 
to be a corporation under this part, and doing business as such, 
or its right to exercise corporate powers, shall not be inquired 
into, collaterally, in any private suit to which such de facto cor- 
poration may bea party; but such inquiry may be had at the 
suit of the State on information of the attorney general. 


42. Real property, limit upon.—526. No corporation 
shall acquire or hold any more real property than may be rea- 
sonably necessary for the transaction of its business, or the con- 
struction of its works, except as otherwise specially provided. 
A corporation may acquire real property as provided in the 
code of civil procedure, title VII, part III.* 


Art. III]. ExaMInaTIon OF CORPORATIONS, ETC. 


43. Legislature, powers of. Repeal does not affect 
liability.—550. The Legislative Assembly may at any time 
amend or repeal this part, or any title, chapter, article, or sec- 
tion thereof, and dissolve all corporations created thereunder; 
but such amendment or repeal does not, nor does the dissolu- 
tion of any corporation take away or repair any remedy given 
against any such corporation, its stockholders, or officers, for 
any liability which has been previously incurred. 


Cuap. IV. Titte I. Extension anpb DISSOLUTION OF 
CoRPORATIONS. 


44. Dissolution, how effected.—560. A corporation is 
dissolved : 

1. By the expiration of the time limited by its charter; or 

2. By a judgment of dissolution, in a manner provided by 
the code of civil procedure, title VI, part III,t and chapter V 
of title X, part II. 

3. By an act of the Legislative Assembly. 


45. When dissolved, directors to be trustees.—56r. 
Unless other persons are appointed by the court, the directors 
of such corporation at the time of its dissolution are trustees of 
the creditors and stockholders or members of the corporation 
dissolved, and have full power to settle the affairs of the cor- 
poration, and as such trustees are authorized to execute all 
grants of real estate owned by such corporation. 


* Not printed in this volume. Tt See p. 252. 


Montana. 263 


46. Extension of corporate life.—s562. Every corpora- 
tion formed for a period less than twenty years may at any 
time prior to the expiration of the term of its corporate exist- 
ence extend such term to a period not exceeding twenty years 
from its formation. And every corporation may extend the 
period of its existence for an additional term not exceeding 
‘twenty years, after the expiration of the period for which it 
was formed, as follows: Such extension may be made at any 
meeting of the stockholders or members called by the directors 
expressly for considering the subject, if voted by stockholders 
tepresenting two-thirds of the capital stock, or by two-thirds of 
the members, or may be made upon the written assent of that 
number of stockholders or members. A certificate of the pro- 
ceedings of the meeting upon such vote, or upon such assent, 
shall be signed by the chairman and secretary of the meeting 
and a majority of the directors; and be filed in the office of the 
county clerk where the original articles of incorporation were 
filed, and a certified copy thereof in the office of the secretary 
of state, and thereupon the term of incorporation shall be ex- 
tended for the specified period. 


47. Provisions applicable to all corporations.—563. 
The provisions of this title are applicable to every corporation, 
unless such corporation is excepted from its operation or unless 
a special provision is made in relation thereto inconsistent with 
some provision in this title, in which case a special provision 
prevails. 


Titte VII. Art. I. Reticrous, SoctaL AND BENEVOLENT 
CORPORATIONS. 


48. Who may incorporate.—86o0. Associations, where 
pecuniary profit is not the object, for the purpose of establish- 
ing and conducting churches, hospitals, . ... and all other 
associations, societies and orders of like character, may become 
incorporated upon complying with the provisions of this title. 


49. Resolution authorizing trustees to incorporate. 
—861. It shall be lawful for any such association, at any 
regular meeting thereof, or at a special meeting for that pur- 
pose called, to adopt by a vote of two-thirds of the members 
thereof, then present, a resolution to the following effect: 
‘Resolved, Tiat the trustees of this (church, lodge, or other 
association, as the case may be), to wit: (A, B, C, D, etc., giv- 
ing the names of the duly elected trustees), be and are hereby 


264 RELIGIOUS CORPORATIONS. 


authorized to incorporate this (church, lodge or as the case may 
be), and for that purpose to file with the proper officer articles 
of incorporation as are required by law. Such trustees must 
conduct the affairs of the corporation so formed until their suc- 
cessors are elected and qualified. 


50. Articles to be filed and recorded.—862. The trus- 
tees, of whom there must not be less than three, nor more than 
thirteen, named in such resolution, may thereupon make, file 
and record articles of incorporation as provided for in this part, 
and must attach to such articles a copy of the resolution, certi- 
fied to by the president and secretary of such meeting. 


51. Articles, additional contents.—863. Corporations 
organized for purposes other than profit may, in their by-laws, 
ordinances, constitutions or articles of incorporation, in addi- 
tion to the provisions in Title I,* of this part, provide for: 

1. The qualification of members, mode of election, and 
terms of admission to membership. 

2. The fees of admission and dues to be paid into their 
treasury by members. 

3. The number of members that constitute a quorum at 
any meeting of the corporation, and that election of officers of 
the corporation by a meeting so constituted, shall be as valid 
as if there had been a majority of the members present thereat 
and voting. 

4. The expulsion and suspension of members for miscon- 
duct or non-payment of dues; also for restoration to member- 
ship. 

5. Contracting, securing, paying and limiting the amount 
of their indebtedness. 

6. Other regulations, not repugnant to the constitution or 
laws of the State and consonant with the objects of the corpo- 
ration. 


52. Synods, etc., how incorporated.—864. The repre- 
sentative body of any religious society in this State, as confer- 
ence, synod, convocation, convention or the like, may elect not 
less than three of its members as trustees, with authority to 
form a corporation for the holding and administering of trust 
funds for general or special purposes, and for holding the 
legal title to real estate for the use of and in trust for the said 
society; and any religious society may authorize the formation 


* See No. 17, p. 255, and No. 25, p. 257. 


{ 


Montana. 265 


of as many corporations of this character as may be deemed 
necessary and proper for its purpose. Such persons must 
thereupon file articles of incorporation as provided for in § 862* 
of this title, in the office of the secretary of state. There must 
be attached to the articles of incorporation, a transcript of the 
record of their election of such trustees, certified by the presid- 
ing and recording officer of the body by which they were 
elected, and thereupon such persons and their successors in 
office shall become a body politic and corporate, with like 
powers as other corporations provided for in this part. 


53. Sale and mortgage of property.—865. Corpora- 
tions of the character mentioned in this title may mortgage or 
sell real property held by them, upon obtaining an order for 
that purpose from the district court held in the county in which 
the property is situated. Before making the order, proof must 
be made to the satisfaction of the court that notice of the appli- 
cation for leave to mortgage or sell has been given by publica- 
tion in such manner and for such time as the court or judge has 
directed, and that it is to the interest of the corporation that 
leave should be granted as prayed for. The application must 
be made by petition, and any member of the corporation may 
oppose the granting of the order by affidavit or otherwise. 


ivi. Part IV. Tirtte VI. CuHarp. I. EXECUTION OF 
WILLs. 


54. Mortmain restrictions.—1758. ‘No estate, real or 
personal, shall be bequeathed or devised to any charitable or 
benevolent society, or corporation, or to any person or persons 
in trust for charitable uses, except the same be done by will 
duly executed at least thirty days before the decease of the 
testator; and if so made, at least thirty days prior to such 
death, such devise or legacy, and each of them, shall be valid; 
Provided, That no such devises or bequests shall collectively 
exceed one-third of the estate of the testator, leaving legal 
heirs, and in such a case a fro rata deduction from such devises 
or bequests shall be made, so as to reduce the aggregate 
thereof to one-third of such estate; and all dispositions of prop- 
erty made contrary hereto shall be void, and go to the residuary 
legatee or devisee, next of kin, or heirs, according to law. 

1759. No estate, real or personal, shall be bequeathed or 
devised to any charitable or benevolent society or corporation, 


*See No. 50, p. 264. 


266 RELIGIOUS CORPORATIONS. 


or to any person or persons in trust for charitable uses e 
the same be done by letters duly executed at least thirty 
before the decease of the testator, and if so made at least th 
days prior to such death, such devise or legacy and each 
them shall be valid; Provided, That the prohibition contai: 
in this section shall not apply to cases where not more 
one-third of the estate of the testator shall be bequeathed 
devised for charitable or benevolent purposes. [§1759. A 
approved March 7, 1893. ] 


NEBRASKA. 


CONSTITUTION. 
[In effect Nov. 1, 1875. ] 
Britt oF RIGHTs. 


1. Church support not obligatory. Protective laws 
to be passed.—4. ... . No person shall be compelled to 
attend, erect, or support any place of worship against his con- 
sent, and no preference shall be given by law to any religious 
society, nor shall any interference with the rights of conscience 
be permitted..... Religion, morality and knowledge, how- 
ever, being essential to good government, it shall be the duty 
of the Legislature to pass suitable laws to protect every religious 
denomination in the peaceable enjoyment of its own mode of 
public worship. .... 


ARTICLE XIII. 


2. General laws to be enacted.—1. No corporation 
shall be created by special law, nor its charter extended, 
changed, or amended, except those for charitable, educational, 
penal or reformatory purposes, which are to be and remain under 
the patronage and control of the State, but the Legislature shall 
provide by general laws for the organization of all corporations 
hereafter to be created. All general laws passed pursuant to 
this section may be altered from time to time, or repealed. 


COMPILED STATUTES, 1895, 
Cuap. XVI. CoRPORATIONS. 


[TRusTEES OF ReLicious ENDOWMENTS. | 


3. How incorporated.—z6. Whenever three or more 
persons shall desire to create a board of trustees, to become 
incorporated as the trustees of an endowment fund for any 
educational, religious or charitable purpose, they shall do so 
in the following manner, to wit: Whenever, at any meeting 

(267) 


268 RELIGIOUS CORPORATIONS, 


called for the purpose, the said persons, at least three of whom 
shall be residents of this State, not less than three in number 
as aforesaid, shall resolve to become a body corporate and 
politic, having a seal and corporate name, whereby they may 
sue and be sued in courts of justice in this State, they shall pre- 
pare a statement, setting forth the name by which they shall be 
called, the amount of said fund, and the manner in which and 
the district to which the said fund shall be applied, whether 
within or without this State, togéther with the names of the 
persons who shall act as trustees, which said statement shall be 
subscribed by all the persons composing said meeting, in the 
presence of some magistrate or judicial officer having a seal, 
who shall attest the signing of the same, and the same shall be 
recorded in the office of the county clerk in the county where 
said meeting was held, and thereupon the persons named in 
said statement as trustees, and their successors in office, shall 
become a body corporate and politic for the purposes in said 
statement named and specified; and a certified copy of said 
record, under the hand and seal of the county clerk of said 
county, shall at all times be frzma facie evidence of the exist- 
ence of said corporation. 


4. Changes in application, how effected.—27. In 
any case where, in the original statement in the preceding sec- 
tion provided for, it is contemplated that the fund may be 
applied to any object not inconsistent with the purposes of edu- 
cation, religion, or charity, different from that particularly 
specified in said statement, the trustees above named, or their 
successors in office, may apply to the district court in the county 
where the record hereinbefore provided for was made, for the 
privilege to make such change, designating particularly the 
purposes to which it is proposed to apply the same; and the 
said court, on being satisfied that such change is not incon- 
sistent with the object of the original creation and institution 
of said fund, shall authorize and sanction such change. 


5. Terms of office, etc.—23. The said board of trustees 
and their successors in office shall be a body politic with per- 
petual succession, and they shall hold their offices for such 
terms and receive their appointments in such manner as shall 
be designated in the statement on record in the office of the 
county clerk, as hereinbefore provided. 


NEBRASKA. 269 


RELIGIOUS AND OTHER SOCIETIES. 


6. Election of trustees and clerk by church usage. 
Synods, etc., how incorporated.—4o. It shall be lawful 
for any religious sect or denomination, fire company, or any 
literary, scientific or benevolent association (other than col- 
leges, universities, academies and seminaries) within this State, 
to elect at a meeting of a majority of the members of any 
organized church, fire company, literary, scientific, or benevo- 
lent association as aforesaid, called for that purpose, any num- 
ber of their members, not less than three, to serve as trustees 
or directors, and one member as clerk, who shall hold their 
offices during the pleasure of the society or association; Pro- 
vided, That all religious bodies that have in their articles of 
association, constitution, by-laws, or discipline, provisions for 
the election of trustees or directors to hold property for the use 
and benefit of the membership and ministry thereof, may and 
are hereby authorized to elect such trustees or directors accord- 
ing to such provisions, and that a certificate of such election 
signed by the president and clerk of such meeting or confer- 
ence, shall be placed upon the records of the county in which 
such property may be situated. And Provided further, That 
this act shall also include and apply to, and provide for, the in- 
corporation of any synod, conference, association, diocese, pres- 
bytery, or any other ecclesiastical body or court of any religious 
sect or denomination; comprising or extending over the whole 
State or any part thereof, and in every such case in which such 
body to be incorporated shall comprise or extend over more 
than one county in this State, the certificate of election of the 
trustees or directors shall also be filed in the office of the secre- 
tary of State and there recorded. 


7. Record incorporates.—41. That the clerk so elected 
shall make a true record of the proceedings of such meeting 
provided for in this subdivision, so far as the same pertains to 
the organization of the body and the election of such trustees 
or directors, and certify and deliver a true copy of the same to 
the clerk of the county where such meeting shall be held, if 
said body shall not comprise or extend over more than such 
county, together with the name by which such church, fire com- 
pany, association, or body shall thereafter desire to be known; 
and it shall be the duty of such county clerk, immediately upon 
the receipt of such certified statement, to record the same in a 
book of record to be kept by him, provided for that purpose at 


270 RELIGIOUS CORPORATIONS, 


the expense of his county, for which service he may demand 
the sum of ten cents per hundred words; and in case said body 
shall compriseand extend over more than one county, then such 
clerk shall deliver such certified copy of said proceedings and 
such name to the secretary of State of this State, who shall in 
like manner file and record the same in his office in a book pro- 
vided for such purposes at the expense of the State; and from 
and after the making of such record by the county clerk or the 
secretary of State, as the case may be, the said trustees or 
directors and their associated members, as such body, company, 
church, association, synod, conference, presbytery, diocese, or 
other court, and their successors, shall be invested with the 
powers, privileges, and immunities incident to aggregate cor- 
porations, and a certified transcript of the record herein author- 
ized to be made by county clerk or secretary of State shall be 
deemed and taken in all courts and places whatsoever in this 
State as prima facie evidence of the existence of such corpo- 
ration. 


8. Powers of trustees.—42. The trustees or directors, 
who may be appointed under the provisions of this subdivision, 
and their successors in office, shall have perpetual succession 
by such name as may be designated, and by such name may be 
legally capable of contracting, and prosecuting and defending 
suits, and shall have the capacity to acquire, hold, enjoy, dis- 
pose of, and convey all property, real and personal, which they 
may acquire by purchase, donation, or otherwise, for the pur- 
pose of carrying out the intentions of such society or associa- 
tion, but they shall not acquire or hold property for any other 
purpose. 


9. Officers. By-laws.—43. Such society or association, 
when incorporated, may elect such officers and make such rules 
and regulations as may be necessary and expedient for its own 
government, and the management of its fiscal and other affairs 
to effect their respective objects. 


10. Trustees, vacancies and quorum.—44. If said 
board of trustees or directors, as is provided for in this subdivis- 
ion, shall be vacated, either in whole or in part, by death, resig- 
nation or otherwise, such board of trustees or directors may be 
revived, or such vacancy or vacancies filled, in the manner 
pointed out in this subdivision for the original organization of 
said board, and a majority of said trustees or directors shall be 
a quorum for the transaction of business. . 


NEBRASKA, 271 


GENERAL PROVISIONS. 


ll. Provisions may be accepted by all corporations. 
Religious corporations need not publish annual exhibit. 
—54. All companies now incorporated in this State, and actu- 
ally doing business, may accept any of the provisions of this 
chapter, and when so accepted, and a certified copy of their 
acceptance filed with the secretary of State, that portion of 
their charters inconsistent with the provisions of this chapter 
is hereby repealed. All companies hereafter incorporated, or 
accepting the provisions of this chapter, except those named in 
the fortieth* section of this chapter, are required to make and 
publish in some newspaper of general circulation in the county 
where the principal office is located, an annual exhibit, show- 
ing a full, fair, and detailed statement of the condition of such 
company, which statement shall be verified by the oath of the 
president, secretary, and clerk. 


12. Assets to be employed in accordance with 
charter.—55. No company or association incorporated under 
the provisions of this chapter shall employ its stock, means, 
assets, or other property, directly or indirectly, for any other 
purpose whatever than to accomplish the legitimate object of 
its creation. 


13. Failure to elect officers, how remedied.—so. 
Whenever any company, association, or society heretofore or 
hereafter incorporated shall have failed to elect its officers at 
the time designated, it shall be lawful for any such company, 
association, or society to call a meeting and elect its officers, 
who shall hold the respective offices until the time specified for 
the annual or other fixed time for holding such election; and 
when any incorporated company heretofore organized, or that 
may be hereafter organized under the provisions of this chapter, 
shall have a specified time fixed for its annual meeting, a 
majority of the stockholders in interest may, at any regular 
annual meeting, change the time of the annual meeting thereof. 


14. Real estate, how sold or mortgaged.—60. When 
any real estate shall have been or may hereafter be bequeathed, 
aliened, donated, or otherwise entrusted to any religious society 
in this State, or to any of the trustees or officers of any such 
society, and such society shall be desirous to sell, exchange, 
or encumber, by mortgage or otherwise, any such real estate, 


*See No. 6, p. 269, 
22 


272 RELIGIOUS CORPORATIONS, 


it shall be lawful for the district court of the proper county 
upon good cause shown upon petition of any such society, or 
some person authorized by them, to make an order authorizing 
the sale or encumbrance of any such real estate, and said court 
may include in such order directions how the proceeds of such 
sale or encumbrance shall be appropriated or invested; Pro- 
vided, Such order shall in no case be inconsistent with the 
original terms upon which such real estate became invested or © 
intrusted to such religious society. 


_— 


15. Parties in interest to be notified. Burial places 
excepted.—61. When any religious society shall petition, as 
is provided for in the preceding section, all persons who may ~ 
have a vested, contingent, or reversionary interest in the real — 
estate sought to be sold or encumbered shall be made parties — 
to said petition, and such parties shall be notified of such peti- — 
tion in the same manner as is or may be provided for in cases 
of petitions for partitions of real estate; Proveded, That the 
provisions of this chapter shall not extend to any grounds used 
or occupied as burial places for the dead. 

4 


16. Dissolved corporation, trustees of.—62z. Upon 
the dissolution, by the expiration of the term of its charter or © 
otherwise, of any corporation now existing, or hereafter created, — 
and unless other persons be appointed by the Legislature, or ~ 
by some court of competent authority, the directors or mana- 
gers of the affairs of such corporation, acting last before the 
time of its dissolution, by whatever name they may be known 
in law, and the survivors of them, shall be the trustees of the 
creditors and stockholders of the corporation dissolved, and — 
shall have full power to settle the affairs of the same, collect ~ 
and pay the outstanding debts, and divide among the stock- 
holders the moneys and property that shall remain, in propor-— 
tion to the stock of each stockholder paid up, after the payment — 
of debts and necessary expenses; and the persons so consti- 
tuted trustees shall have authority to sue for and recover the 
debts and property of the dissolved corporation, by the name ~ 
of the trustees of such corporation, describing it by its corpo- 
rate name, and shall be jointly and severally responsible to the — 
creditors and stockholders of such corporation, to the extent of 
its property and effects that shall come into their hands; and — 
no suit against any such corporation shall abate in consequence ~ 
ef such dissolution, and said trustees may be made parties” 
thereto by sczve faczas ; and all liens of judgments and decrees ~ 


ae 


NEBRASKA. 273 


of any courts of chancery, existing at the time of such disso- 
lution, either in favor of or against such corporation, shall con- 
tinue in force in the same manner asif such dissolution had not 
taken place; Provided, That in case of the death, resignation, 
inability, or refusal to act, of the directors or managers afore- 
said, or the survivors thereof, the district court of the proper 
county may, on the application of any person interested, 
appoint trustees to fill the vacancy, with full power to perform 
the duties aforesaid. 


17. Title passes to trustees.—65. The title of all real 
estate belonging to any such corporation shall, at the time of 
the dissolution of the same, pass to the trustees of such corpo- 
tation, who shall have full power and authority to sell and dis- 
pose of any such real estate, in such manner and upon such 
terms as may be thought best for the interest of the creditors 
and stockholders, and upon any such sale to make a good and 
sufficient title therefor. 


18. Trustees subject to court of chancery.—66. The 
trustees of any such dissolved corporation shall be subject to 
the control of the court of chancery, and be liable to be sued by 
petition in chancery, on behalf of any person interested, on 
account of any neglect or omission of duty or abuse of trust; 
and in case of the removal of any such trustee by such court 
for an abuse of trust, such court shall have the power and 
authority to appoint a suitable person to fill the vacancy; and 
any such trustee may for reasonable cause, upon the applica- 
tion of any creditor or stockholder, be required by the district 
court to give bond and security in such amount and subject to 
such conditions as the court may direct. 


19. Construction of chapter as to dissolution.—7r1. 
Nothing in this chapter contained shall at any time be con- 
strued as extending or reviving the charter of any banking or 
other corporation dissolved either by affluxion of time or other- 
wise, for any other purpose than that of judicial proceedings,* 
in favor of or against the same. 


CoRPORATIONS. 
20. Powers.—124. Every corporation, as such, has power: 
1. To have succession by its corporate name. 
2. To sue and be sued, to complain and defend in courts of 
law and equity. 
* Sections 63, 64, 67, 68, 69 and 70 relate to suits by or against dissolved corporations. 


2 


274 RELIGIOUS CORPORATIONS. 


3. To make and use a common seal, and alter the same at 
pleasure. 

4. To hold personal estate, and all such real estate as may 
be necessary for the legitimate business of the corporation. 

5. To render the interest of the stockholders transferable. 

6. To appoint such subordinate officers and agents as the 
business of the corporation shall require, and to allow them a 
suitable compensation therefor. 

7. To make by-laws, not inconsistent with any existing 
law, for the management of its affairs. 


21. Powers above named vest in every corporation. 
—125. The powers enumerated in the preceding section shall 
vest in every corporation in this State, whether the same be 
formed without or by legislative enactment, although they 
may not be specified in its charter, or as articles of association. 


22. Articles of incorporation.—126. Every corporation, 
previous to the commencement of any business, except its own 
organization, when the same is not formed by legislative enact- 
ment, must adopt articles of incorporation, and have them 
recorded in the office of the county clerk of the county or coun- 
ties in which the business is to be transacted, ina book kept for 
that purpose. 


23. Failure to organize dissolves.—129. If any corpo- 
tation hereafter created by the Legislature shall not organize 
within one year after its incorporation, its corporate powers 
shall cease. 


24. Public notice.—130. Notice must be published in 
some newspaper near the principal place of business, for four 
weeks. 


25. Contents of notice.—131. Such notice shall contain: 

1. The name of the corporation. 

2. The principal place of transacting its business. 

3. The general nature of the business to be transacted. 

4. The amount of capital stock authorized, and the time 
and conditions on which it is to be paid in. 

5. The time of commencement and termination of the cor- 
poration. 

6. The highest amount of indebtedness or liability to which 
the corporation is at any time to subject itself. 

7. By what officers: the affairs, of the corporation are to be 
conducted. 


ee 


NEBRASKA. 275 


26. Commencement of business.—132. Any corpora- 
tion formed without legislative enactment may commence 
business as soon as its articles of incorporation are filed by the 
county clerks of the counties, as required by this subdivision,* 
and shall be valid if a copy of its articles be filed in the office 
of the secretary of State, and the notice required be published 
within four months from the time of filing such articles in the 
clerk’s office. 


27. Changes, how effected.—133. Every change inany 
of the above matters shall be recorded and published in the 
same manner as the original articles are required by law. 


28. Dissolution, consent of two-thirds of members 
necessary for.—134. No corporation can be dissolved by the 
members thereof except by consent of two-thirds of all its 
members, which consent must be entered on its records, unless 
a different rule has been adopted in its articles of incorporation. 


29. Conveyances of lands.—137. It shall be lawful for 
any corporation to convey lands by deed, sealed by the common 
seal of said corporation, and signed by the president or presid- 
ing officer of the board of directors of the corporation; and 
such deed, when acknowledged by such officer to be an act of 
the corporation, or proved in the usual form prescribed for 
other conveyances for lands, shall be recorded in the cierk’s 
office of the county in which the lands lie, in like manner as 
other deeds. 


30. Arrears of dues.—138. All corporations may sue 
for and recover from their respective members, in any court of 
competent jurisdiction, all arrears or other debts due, or other 
demands which now are or hereafter may be owing to them, 
in like manner as they might sue for and recover the same from 
any indifferent person who might be a member, any law, usage, 
or custom to the contrary notwithstanding. 


31. Effect of violation.—142. Any violation of the 
provisions of this subdivision shall cause a forfeiture of all the 
privileges conferred by the same, and the court may proceed to 
close the affairs of the corporation by an information for that 


purpose. 
32. Closing business.—143. Corporations whose charters 
expire by their own limitation, or by the voluntary act of the 


*See No. 22, p. 274. 


276 RELIGIOUS CORPORATIONS. 


stockholders, may continue to act for the purpose of closing 
their business, but for no other purpose. 


33. Want of legal organization, no defense.—144. 
No body of men acting as a corporation under the provisions of 
this subdivision shall be permitted to set up the want of legal 
organization as a defense to any action brought against them 
as a corporation; nor shall any person sued on a contract made 
with such corporation, or for an injury to the property of such 
corporation, be permitted to set up the want of legal organiza- 
tion in defense of such action. 


CHURCHES, PARISHES AND RELIGIOUS SOCIETIES. 


34. Denominations may incorporate.—167. Churches, 
parishes and societies of all religious bodies, sects and denomi- 
nations in this State having a central governing body with spir- 
itual jurisdiction extending over the whole State, or a part 
thereof, being more than six counties, may become incorpo- 
rated by complying with the terms and provisions of this act. 


35. Persons incorporating.—168. The chief or presid- 
ing or executive officer of the religious bodies, sects and denom- 
inations mentioned in the first section of this act may, at such 
place in this State as he may appoint for the purpose, convene 
a meeting of himself and some other officer subordinate to him- 
self, but having general jurisdiction throughout the State, or 
part of the State, as aforesaid, and the priest, minister or 
clergyman of the proposed church, parish or society, and at 
least two laymen resident within the limits thereof, of which 
meeting the said chief or presiding officer shall be president, 
and one of the other persons present shall be secretary. 


36. Articles to be adopted, subscribed, and recorded. 
—169. ‘The said five persons being so convened and organized 
as a meeting, shall adopt articles of incorporation which shall 
fix: 1. The name of the church, parish or society, and the 
place of its location. 2. The amount of debts which it shall 
be competent to contract, beyond which amount the corpora- 
tion have no power to contract debts binding at law or in equity 
upon it, its members or its property. 3. The manner in which 
it may contract and become bound for debts, and may convey, 
encumber or charge its property. 4. The manner in which the 
succession of the members of the said corporation shall be reg- 
ulated and vacancies in their number filled. 5. The time of 


- 


NEBRASKA. 277 


the commencement and termination of the corporation. 6. By 
what officers its affairs may be conducted. Which articles 
being subscribed and acknowledged by the persons present at 
the meeting, and recorded in the office of the county clerk of 
the county where such church, parish or society shall be located, 
whereupon such corporation shall be competent to transact all 
business in and by its corporate name. 


87. Who are the corporators.—170o. The persons 
attending said meeting shall be the corporators and members 
of the corporation until their places may be supplied by and 
under the provisions of the articles of incorporation. 


38. Denominational corporations subject to other 
acts.—171. Corporations organized under the provisions of 
this act shall be subject to the laws of this State in respect of 
corporations, which are applicable to them save as herein 
expressly provided. 


CHANGE OF NaME or CHURCHES, RELIGIOUS AND Epuca- 
TIONAL INSTITUTIONS. 


39. How effected.—207. That any church, religious or 
charitable association or corporation existing now, or hereafter 
coming into existence, by virtue of any special charter from 
the Legislature of this State or of the Territory of Nebraska, 
or by virtue of the general statutes of the State, may and hereby 
is authorized to change its name at any regular annual meeting 
of said association by a two-thirds affirmative vote of the mem- 
bers present at said meeting. 


40. Public notice.—208. Public notice of such action by 
said church or association shall be given by publishing the same 
in some newspaper in general circulation in the county where 
said church or association is located for three weeks successively 
next after said meeting, and by recording the minutes of said 
meeting in the same place as articles of incorporation are now 
by law required to be recorded. 


41. Vested rights not impaired.—zo9. The change 
of the name of any church or religious or charitable associa- 
tion under this act shall not in any manner impair the right, 
title, or interest in or to any property held by said association 
whose name becomes changed, and any incumbrance or liability 
created before said change shall remain unimpaired thereby. 


278 RELIGIOUS CORPORATIONS. 
Cuap. LXIX. Pusuic Lanps. 


ArT. 3. MISCELLANEOUS. 


42. Purchase by church.—z. That any church or cem- 
etery association or corporation having control of a cemetery 
in a school district where there be such land referred to in the 
first section of this act, such church association or corporation 
may purchase from the State any portion of said lands, not 
exceeding ten acres, for church or cemetery purposes, at the 
appraised value. Such appraisement may be as provided for 
in sales of school lands to individuals; Provided, That when 
such land hath been previously (appraised) the land required 
may be purchased at the former appraisement, but not lower 
than seven dollars per acre. 


Cuap. LXXX. ScHoot LanpDs AnD FUNDS. 


ART. 1. GENERAL PROVISIONS. 


43. Purchase by church.—32. Any church or ceme- 
tery association or corporation having control of a cemetery in 
a school district where there is any such land* may purchase 
from the State any portion of said lands not exceeding ten 
acres for church or cemetery purposes, at not less than the 
price at which said lands may be purchased by individuals 
under the provisions of this act. 


* “State land, school land, land of the school fund or otherwise.” 


NEVADA. 


CONSTITUTION. Article VIII. 
[In effect, Oct. 1, 1864. ] 


1. General laws to be enacted.—154. The Legislature 
shall pass no special act in any matter relating to corporate 
powers, except for municipal purposes; but corporations may 
be formed under general laws; and such laws may, from time 
to time, be altered or repealed. 


2. Dues collectible. Individual liabilities.—156. Dues 
from corporations shall be secured by such means as may be 
prescribed by law; Provided, That corporators in corporations 
formed under the laws of this State shall not be individually 
liable for the debts or liabilities of such corporations. 


GENERAL STATUTES, 1885. 
[Act of Mar. 2, 1867. ] 


Tue INCORPORATION OF RELIGIOUS, CHARITABLE, LITERARY AND 
OTHER ASSOCIATIONS. 


3. How incorporated.*—1828. It shall be lawful for 
all churches, congregations, religious, moral, beneficial, chari- 
table, literary, or scientific associations or societies by such rules 
or methods as their rules, regulations, or discipline may direct, to 
appoint or elect any number not less than three nor more than 
fifteen, as trustees or directors, to take charge of the estate and 
property belonging thereto, and to transact all affairs relative 
to the temporalities thereof. 


4. Trustees, certificates of.—1029. Upon the appoint- 
ment or election of such trustees or directors, a certificate of 
such appointment or election shall be executed by the person 
or persons making the appointment, or the judges holding the 
election, or the secretary of the association or society, stating 


* There are no provisions for the dissolution of religious corporations. Sections 822 
‘and 823, dealing with dissolutions, apply to corporations for profit. 


(279) 


280 RELIGIOUS CORPORATIONS, 


the names of the trustees or directors. The name by which — 


the association or society shall thereafter be called and known 
shall be particularly mentioned and specified. 


5. Acknowledgment of certificate.—1030. Such cer- 
tificate shall be acknowledged by the person making the same, 
or proved by a subscribing witness thereto, before some officer 


authorized to take acknowledgments of deeds, and recorded, © 


together with the certificate of such acknowledgment or proof, 
by the clerk of the county within which such church, congrega- 
tion, religious, moral, beneficial, charitable, literary, or scien- 
tific society or association shall be situated. 


6. Powers.—1031. Such trustees or directors may havea 
common seal, and may alter the same at pleasure; they may 
take into their possession and custody all temporalities of such 
corporation, whether given, granted, or devised, directly or 


indirectly, to such society or association, or to any person or — 


persons, for their use; they may sue and be sued, may receive 
and hold all the debts, demands, rights, and privileges; all 
churches, burying places, halls, school-houses, hospitals, or 
other buildings; all the estates and appurtenances belonging to 
such association or society; they may have, lease, and improve 
the same, erect all houses or buildings that are necessary to 
carry out the objects of the society or association, and perform 
all duties imposed on them by the regulations, rules, or disci- 
pline of such organization. 


7. Real estate, sale of.—1032. The district court of the 
county in which any such association or corporation shall have 
been constituted, on application by petition of the trustees 
thereof, if they shall deem it properand beneficial to such asso- 
ciation or corporation, shall make an order for the sale of any 
real estate belonging to such association or corporation, and 
direct the application of the moneys arising from such sale to 
such uses as the said association or corporation, with the approval 
of such court, shall deem to be the best interests of such associa- 
tion or corporation; and in like manner such court may make 
an order authorizing such association or corporation to mort- 
gage any of its real estate for such purposes as shall appear to 
be for the interest and benefit thereof. Any order made pur- 
suant to the provisions of this section shall be subject to rehear- 
ing and to appeal to the supreme court, as in other civil cases; 
but a party having the right of such appeal may waive the same 


NEVADA. 281 


filing such waiver in writing, and on filing the same the 
ht of appeal shall no longer exist. 


_ &8. Lands, etc., to descend.—1033. All lands, tene- 

_ ments, and hereditaments that have been, or may hereafter be, 

"lawfully conveyed by devise, gift, grant, purchase, or other- 

a wise, to any persons or trustees in trust for any such organiza- 
tion, shall descend, with the improvements, in perpetual suc- 
cession to, and shall be held by such trustees in trust for such 
organization. 


9. Real estate, limitation.—1034. The real estate held 
by such association or corporation shall in no case exceed one 
block in any town or city, and ten acres in the country; nor 
shall any portion thereof used for ordinary business purposes, 
and connected with the objects of such association, or corpo- 
ration, or rented for profit, be exempted from taxation; 
Provided, That all real estate and personal property owned by 
‘such association or corporation prior to the passage of this act, 
notwithstanding any of the provisions thereof, may be still 
held, owned, and enjoyed by them. 


10. Annual reports.—1035. Itshall be the duty of said 
trustees annually to make a full report of all property, real and 
personal, held in trust by them, and the condition of the cor- 
poration, to the society or association by which they have been 
appointed or elected, a copy of which report shall be filed in the 
county clerk’s office, where the original certificate is filed, with 
an affidavit of the truth of such report, and also that such asso- 
ciation or corporation has not been engaged, directly or indi- 
rectly, in any other business than such as is set forth in the 
original certificate on file. 


11. Existing incorporations not affected by repeal of 
prior act.—1036. An act entitled ‘‘An act to provide for the 
incorporation of religious, charitable, literary, scientific, and 
other associations,” approved December nineteenth, eighteen 
hundred and sixty-two, is hereby repealed; Provided, That all 
associations or corporations formed under said act shall remain 
in force, and hold all rights acquired thereby, under this act. 


PARTICULAR DENOMINATIONS. 


12. The provisions for the incorporation of parishes of the 
Protestant Episcopal church are found in sections 995-1003. 


. 


; 


é 


NEW HAMPSHIRE. 


CONSTITUTION. Part I. Bill of Rights. 


[In effect, April 2, 1889. ] 


1. Parishes authorized to employ Protestant 
teachers. All churches to elect their own teachers and 
to be protected. Contracts with ministers valid.—6. 
As morality and piety, rightly grounded on evangelical princi- 
ples, will give the best and greatest security to government, ~ 
and will lay in the hearts of men the strongest obligations to 
due subjection, and as the knowledge of these is most likely to 
be propagated through society by the institution of the public 
worship of the Deity and of public instruction in morality and 
religion, therefore, to promote these important purposes, the 
people of this State have a right to empower, and do hereby 
fully empower, the Legislature to authorize, from time to time, 
the several towns, parishes, bodies corporate, or religious socie- 
ties within this State, to make adequate provision, at their own 
expense, for the support and maintenance of public Protestant 
teachers of piety, religion, and morality. Provided, notwith- 
standing, That the several towns, parishes, bodies corporate, or 
religious societies shall at all times have the exclusive right of 
electing their own public teachers and of contracting with them 
for their support and maintenance. And no person of any one 
particular religious sect or denomination shall ever be com- 
pelled to pay toward the support of the teacher or teachers of 
another persuasion, sect, or denomination. And every denomi-- 
nation of Christians, demeaning themselves quietly and as good ~ 
subjects of the State, shall be equally under the protection of 
the law; and no subordination of any one sect or denomination 
to another shall ever be established by law. And nothing 
herein shall be construed to affect any former contracts made — 
for the support of the ministry; but all such contracts shall” 
remain and be in the same state as if this Constitution had not — 
been made. 

(282) 


New Hampsuire. 283 
PUBLIC STATUTES, 1891. 
TirLte XVIII. Or Estates anp THEIR INCIDENTS. 
Cuap. CXXXVII. Conveyance or Reat Estare. 


2. Church lot cannot be taken by occupancy.—2o. 
No person shall acquire by prescription a right to any part of 
a town house, school-house, or church lot, or of any public 
ground, by fencing.or otherwise enclosing the same or in any 
Way occupying it adversely for any length of time. 


TiTteE XX. Or Corporarions. 
Cuap. CXLVII. Votuntary CorporarTIONs. 


FORMATION OF CORPORATIONS. 


3. How incorporated.—1. Five or more persons of 
lawful age may associate together by articles of agreement to 
form a corporation, for either of the following purposes: 

1. The promotion of the cause of temperance and of any 
charitable or religious cause. .... 


4. Articles, contents of.—z. The articles of associa- 
tion shall set forth the name of the corporation, the object for 
which it is established, the place in which its business is to be 
carried on, and the amount of its capital stock, if any; and 
shall be signed by the persons who associate together to form 
it, with a designation of the post-office address of each, 


5. Corporate name. How changed.—3. Any corpo- 
rate name may be assumed which is not in use by any other 
corporation or company. It shall not be changed except by 
act of the Legislature. 


6. Articles to be recorded. Beginning of corporate 
life.—4. The articles of agreement shall be recorded in the 
Office of the clerk of the town in which the business of the cor- 
poration is to be carried on and in the office of the secretary of 
State; and when so recorded, and the charter fee required by 
law, if any, has been paid to the State treasurer, the signers 
thereof shall be a corporation, and such corporation, its officers 
and stockholders, shall have all the rights and powers* and be 


*See No. 8, Section 9, p. 284. 


284 RELIGIOUS CORPORATIONS, 


subject to all the duties and liabilities of other similar corpo: 
rations, their officers and stockholders, except so far as th 
same are enlarged or limited by this chapter. 


7. By-laws, etc., of signers become those of corpo- 
ration.—s5. Any by-laws adopted and organization effected by 
the unanimous action of the signers of the articles of agree-_ 
ment before the articles have been recorded as required by the 
preceding section, not repugnant to the laws of the State, shall 
be the by-laws and organization of the corporation, and shall 
remain in force until changed by it. 


b! 
4 
Powers OF CORPORATION. f 
: 
v 


8. Corporations may raise money from members.— ~ 
g. Any corporation whose object is not a division of profits — 
among its stockholders may raise money of its members in any 7 
manner provided for in its agreement of association, or in its” 
by-laws. 


DissoLUTION OF CORPORATION. . 


9. Dissolution of corporations, how decreed.—t1o. ' 
Any such corporation, or stockholders owning one-fourth of © 
the stock of the corporation, or, if there be no stockholders, 
one-fourth of the members of the corporation, may apply by 
petition to the supreme court, at a trial term in the county in ~ 
which the corporation is located, for a decree of dissolution, or 
for such other relief as may be just; and the court, after due 
notice to all parties interested, and a hearing, may decree that 
the corporation be dissolved, subject to such limitations and 
conditions as justice may require. 


10. Corporation to file copy of decree.—11. Thecorpo- 
ration shall cause an attested copy of the decree of the court to 
be filed in the office of the secretary of State forthwith after it © 
is made; and when such copy has been so filed, the corporate 
existence of the corporation shall terminate in accordance with 
the terms of such decree. 


11. Corporation to lodge records.—12. The records of 
a corporation so dissolved shall be lodged with the secretary of 
State within thirty days after its affairs are closed up, and shall 
be kept by him as public records. 


New HAmpsHIRE. 285. 


Cuap. CXLVIII. Generar Powers or CORPORATIONS. 


12. Powers vested in all corporations.—z. The rights, 
_ powers, and duties set forth in this chapter are incident to all 
corporations legally constituted not excepted in the preceding 
section,* subject to any limitations or restrictions imposed by 
their charters or articles of association or the laws under which 
they were organized. 


13. General powers.—3. Every such corporation may 
admit associates and members, and for just cause remove them; 
may elect all necessary officers, define their duties, and fix their 
compensation; may have a common seal, and change the same 
at pleasure; may sue and be sued, appear, prosecute, and defend 
in the corporate name to final judgment and execution, and 
appoint agents and attorneys for that purpose; and shall have 
perpetual succession, unless incorporated or formed for a limited 
term, or dissolved as provided by law. 


14. First meeting, how called.—4. Any three of the 
five grantees first named in the charter of a corporation (un- 
less otherwise provided therein), or any three of the first five 
signers of the articles of agreement by which a corporation is 
formed, may call the first meeting of the members or stock- 
holders by giving to each in hand, or leaving at the abode of 
each, or by sending through the mails, post-paid, to the post- 
office address of each, a notice of the time and place of the 
meeting, seven days at least before the day of meeting. Such 
meeting may be held without previous notice if all the mem- 
bers or stockholders voluntarily assemble together for the pur- 
pose, or it may beso held at a time and place to which they 
have all agreed in writing. 


15. Action at first meeting.—s5. At the first meeting 
and adjournments thereof, the members or stockholders shall 
effect an organization by the election, by ballot, of a temporary 
clerk, by the adoption of by-laws, and by the election of offi- 
cers in accordance with the by-laws, and laws of the State. 
The temporary clerk shall be sworn, and shall hold office and 
perform the duties of clerk of the corporation until a perma- 
nent clerk is regularly chosen and qualified. 


16. By-laws.—6. Such corporations may adopt by-laws, 
not repugnant to the laws of this State, to provide for the elec- 
* The reference is to municipal corporations, 


286 RELIGIOUS CORPORATIONS, 


tion, removal, and retiring of members; to fix the times and 
places of holding meetings and the manner of calling and con- 
ducting them; to regulate the number of officers, the manner 
of choosing them, their tenure of office, and their powers and 
duties; and to promote the objects of the corporation; and — 
they may alter and amend such by-laws. 


17. Contracts.—7. They may make contracts necessary 
and proper for the transaction of their authorized business, and 
no other; they shall not be capable of binding themselves as 
sureties or guarantors for others. 


18. Real and personal estate, limit.—8. They may 
purchase, hold, and convey real and personal estate necessary 
and proper for the due transaction of their authorized business, 
not exceeding the amount authorized by their charter or by 
statute, and no other. 


19. To take mortgages.—9. They may take mortgages 
or pledges or make attachments of any property to secure the 
payment of debts due to them, and may perfect a title thereto 
by proper legal proceedings; but they shall sell or dispose of 
any property so obtained, which they are not authorized to hold, 
within five years after the title is perfected. 


20. Clerk, place of office.—10. Every corporation shall 
have a clerk, who shall be chosen annually by the stockholders, 
or in such other manner as the charter or by-laws may pre- 
scribe, and shall be and continue an inhabitant of this State 
and keep his office therein; he shall be sworn to the faithful 
discharge of his duties, and shall hold office for one year and 
until his successor is chosen and qualified. In case of vacancy 
in the office it shall be filled as provided in the by-laws, or, if 
there be no provision on the subject in the by-laws, it shall be 
filled by the directors or officers charged with the management 
of the affairs of the corporation until the next election. 


21. Clerk’s duties.—11. The clerk shall record all votes 
and proceedings of the stockholders or members of the corpo- 
ration, and of the directors or other officers charged with the 
management of its affairs, so far as required by law; shall © 
keep a record of all instruments and papers required to be 
recorded in his office, and shall perform all other duties incum- 
bent on him by law or usage or by the by-laws, 


New HampsHIire, 287 


22. Records, etc., to be open to inspection.—12. All 
records, accounts, and papers of a corporation shall be open to 
the inspection of every member and stockholder of the corpo- 
ration; and such portions thereof as have any relation to an 
unpaid and overdue demand of a creditor of the corporation or 
to the collection of any such demand shall be open to the inspec- 
tion of the creditor and of his attorney. 


23. Copies of records.—13. The clerk, treasurer, assist- 
ant treasurer, or other officer or agent of any corporation hav- 
ing the keeping of any such record, account, or paper, when 
required by any member or stockholder, or by any such creditor, 
on payment or tender of the fees allowed by law, shall furnish 
a certified copy of any record, account, or paper which the 
party is entitled to inspect. 


24. Penalty for refusal of copies.—14. If any clerk, 
treasurer, assistant treasurer, or other officer, or any agent of a 
corporation, after demand of such copy and payment or tender 
of the fees therefor, shall neglect or refuse for seven days to 
furnish it, he shall forfeit for every offense a sum not exceeding 
one thousand dollars, to any member, stockholder, or creditor 
who shall have demanded such copy. 


25. Annual meeting, date changed.—15. A corpora- 
tion, at any legal meeting, may alter the time of holding its 
annual meeting. 


26. Meetings, special, how called.—16. If a corpo- 
tation shall fail to hold its annual meeting, or if, from any 
cause, a meeting thereof cannot otherwise be called, the owners 
of one-twentieth part of the stock or property thereof, or, if 
the same is not divided into shares, one-twentieth part in num- 
ber of the members thereof, may apply in writing to a justice 
of the peace to call a meeting, stating the occasion and purpose 
thereof. 


27. Meetings, special, how warned.—17. The justice 
shall thereupon issue his warrant to one of the applicants, 
requiring him to warn a meeting, at a suitable time and place, 
for the purpose stated in the application, by publishing a copy 
of the application and warrant; and all business transacted at 
the meeting in pursuance of the warrant shall be valid. 


28. Dissolved corporations continued for three 
years.—18. Every corporation whose charter has expired or 
23 


288 RELIGIOUS CORPORATIONS. 


become forfeited, or whose corporate existence has been termi- 


and profits, and for no other purpose. 


29. Charters may be repealed.—i19. The Legislature 
may at any time alter, amend, or repeal the charter of any 
corporation or the laws under which it was established, or may 
modify or annul any of its franchises, duties, and liabilities ; 
but the remedy against the corporation, its members or officers, - 
for any liability previously incurred, shall not be impaired 
thereby. 


30. Authority of the supreme court in dissolution, 
etc.—22. The supreme court shall have general powers in 
equity, upon petition of stockholders holding one-fourth of the 
stock of any corporation, or, if there are no stockholders, of 
one-fourth of the members thereof, to decree the dissolution of 
the corporation, or such other relief as may be just, and may 
make such final and interlocutory orders, judgments, and 
decrees for the winding up of their affairs, the payment of 
their debts, and the distribution of their assets, as justice may 
require. 


Cuap. CLII. Reticious Socieries. 


31. Membership voluntary. Withdrawals.—1. No 
person shall be liable as a member of an incorporated religious 
society without his express consent first had and obtained; and 


tion so to separate, and by paying all legal assessments and 
arrearages then due from him to the society. 


32. Assessments and taxes.—z. Such society y 
assess and raise money by taxes upon the polls and ratable 
estates of the members thereof, and collect and appropriate the 
same forits purposes; and the assessors and collectors, in assess 
ing and collecting such taxes, shall have the powers and be sub 
ject to the liabilities of similar town officers in like cases. 


33. Donations to unincorporated society; limita- 
tion.—3. If a donation, gift, or grant be made to any uni 


New HampsuIire. 289 


-corporated religious society, such society shall be a corporation 
80 far as may be necessary to take, hold, manage, and use the 
, - donation, gift, or grant; but the income of the donations, gifts, 

or grants to any such unincorporated religious society shall not 
_ exceed the sum of five thousand dollars a year. 


34. Church officers, corporate bodies for certain pur- 
poses.—4. The trustees, deacons, church wardens, or other 
similar officers of churches or religious societies, if citizens of 
the United States, shall be deemed bodies corporate for the pur- 
pose of taking and holding in succession grants and donations, 
whether of real or personal estate, made either to them and 
their successors, or to their respective churches, or to the poor 
of their churches. 


35. Ministers, etc., when deemed corporation.—s. lf 
the ministers, elders, or vestry of a church shall, in the grants 
and donations mentioned in the preceding section, have been 
joined with the deacons or church wardens, as donees or 
grantees, such officers and their successors, together with the 
deacons or church wardens, shall be deemed the corporation, for 
the purposes of the grants and donations. 


36. Minister may hold parsonage.—6. The minister 
of a church or religious society, of whatever denomination, if a 
Citizen of the United States, shall be capable of taking in suc- 
cession parsonage land granted to the minister and his succes- 
sors, or to the use of the ministers, or granted by any words of 
the like import, and may prosecute and defend in all actions 
touching the same. 


37. Conveyance by trustees, when valid.—7. No 
conveyance of the lands of a church shall be effectual to pass 
the same, if made by the trustees or deacons, without the con- 
sent of the church, or a committee of the church appointed 
for that purpose, or, if made by the church wardens, without 
the consent of the vestry. 


38. Conveyance by minister, when valid.—8s. No 
conveyance of lands made by a minister, held by him in suc- 
cession, shall be valid any longer than he shall continue to be 

_ such minister, unless the conveyance shall be made with the con- 
sent of the parish or religious society of which he is a minister, 
or unless he be a minister of an Episcopal church and shail 
make the conveyance with the consent of the vestry. 


ge 


290 RELIGIOUS CORPORATIONS. 


39. Churches empowered to choose committees of 
audit, etc.—9. The several churches, other than those of 
the Episcopal denomination, are authorized to choose commit- 
tees for the purpose of settling the accounts of the trustees, 
deacons, and other church officers, and, if necessary, to com- 
mence and prosecute a suit in the name of the church against 
the trustees, deacons, or other officers, touching the same. 


40. Income, limit upon.—1o. The income of any grant. 
or donation made to or for the use of a church shall not 
exceed five thousand dollars a year, exclusive of the income of” 
any parsonage lands granted to or for the use of the ministry, — 


41. Neglects or omissions not to affect society.—12, 
No religious society or corporation shall be dissolved or extin- 
guished, nor shall its right or title to any property acquired by 
purchase, gift, devise, bequest, or otherwise be in any way 
affected by the neglect or omission of the society or corpora- 
tion to hold its annual meeting or choose its officers, or by rea- 
son of the omission or neglect of its clerk or any other officer 
to be sworn, or by reason of any informality in the election of 
its officers or defect in its records. © . 


Cuap. CLIII. Save, Repairs, anp MopiFricaTions oF MEET- 
ING-HOUSES. 


SALE. 


42. Meeting-houses, proprietors may sell.—1. The 
proprietors of a meeting-house which has ceased to be occupied” 
as a place of public worship for the space of two years may 
sell the same and divide the proceeds as herein provided. 


43. Meeting-houses, corporation may sell.—2. 
the meeting-house belongs to a corporation, the corporation 
may sell and convey it as other corporations may sell and con- 
vey real estate. . 


44. House belonging to individuals, meeting how 
ealled.—3. If it belongs to individuals, any three of them 
may call a meeting of the proprietors to act upon the subject, 
by posting a notice of the time and place of meeting and of the 
subject matter to be acted upon at two or more public places in 
the town in which the meeting-house is situated, fourteen days 
at least before the day of meeting, and by publishing a like 
notice in some newspaper published in the town, if there be one, 
and if not in some newspaper published in a neighboring town. — 


New HampsuHire, 291 


45. Proprietors may vote to sell.—4. At a meeting 
so called, the proprietors may vote to sell the meeting-house 
and appurtenances, and appoint all necessary agents to carry 
their votes into effect. If the interest of the proprietors con- 
sists of the ownership of pews, each one shall have the right 
to cast one vote for each pew owned by him, and a majority 
vote shall bind the proprietors, 


46. Proceeds of sale, how divided.—s. The proceeds 
of the sale, after the reasonable expenses incurred in making it 
have been paid therefrom, shall be divided among the parties 
interested in the property sold according to their respective 
interests. 


47. If disagreement, division, how made.—6. Incase 
of disagreement as to such division, the same may be deter- 
mined upon equity proceedings in the supreme court asin other 
similar cases. 


48. Sale, how made, if foregoing provisions do not 
apply.—7. If any such meeting-house is so owned that the 
provisions of the preceding sections will not apply, or it is 
doubtful whether they will apply, the supreme court, upon peti- 
tion of any party interested therein, after due notice anda hear- 
ing of all parties in interest who desire to be heard, may order 
it to be sold, and appoint a receiver for the purpose, and may 
make such further orders as may be necessary to complete the 
sale, and divide the proceeds among the parties according to 
their respective interests in the property sold. 


49. Sale of occupied house, how made.—8. Any build- 
ing used as a place of public worship may be sold or disposed of, 
and the proceeds thereof be appropriated to like purposes, when- 
ever three-fourths of all the proprietors so vote at a meeting 
called and notified as provided in section three* of this chapter. 


50. House owned by two or more societies, how 
sold.—9. If a meeting-house shall be owned by two or more 
religious societies, and either society desires to terminate the 
joint ownership, it may apply by petition to the supreme court 
for an order for a sale of the house and for a division of the 
proceeds according to the rights of the owners; and the court, 
after due notice and after a hearing of the parties who desire to 
be heard, may make such orders as justice and equity may 
Tequire. 


*See No. 44, p. 290. 


292 RELIGIOUS CORPORATIONS, 


REPAIRS AND MODIFICATIONS. 


51. Meeting for repairs, how called.—1o. If a majority 
in interest of the proprietors of a building used asa place of 
public worship desire to have the building repaired, or to remove 
it to another location, or to change its interior arrangements 
and accommodations, and have signified such desire in writing 
to one of their number, that one may call a meeting of the pro- 
prietors to act upon the subject by giving to each proprietor in 
hand, or leaving at his abode, or depositing in the post-office 
addressed to him, a notice stating the time, place, and objects 
of the meeting, fourteen days at least before the day of meet- 
ing. | 

52. Public notice.—11. If the residence of any proprie- 
tor is unknown, a like notice shall be posted in two or more pub- 
lic places in the town in which the house is situate, fourteen 
days at least before the day of meeting, and shall be published 
in some newspaper published in the town, if there be one, and if © 
there be none, in some newspaper published in a neighboring 
town. 


53. Meeting, course of procedure.—12. At the meet- 
ing so called, the proprietors may act upon the subjects speci- 
fied in the notice and may appoint all agents necessary for the 
purpose; and they may choose by ballot a committee consisting 
of three disinterested persons to establish the proportion that 
each proprietor’s interest in the property bears to the whole 
property. The expense of the repairs or changes so made shall 
be assessed upon the interests of the proprietors, according to 
the proportion so established, and they shall be liable to pay 
the same accordingly. 


54. Pewholders, vote of.—13. If the interests of the 
proprietors in the building arise from the ownership of pews, 
they shall be entitled to one vote for each pew owned by — 
upon all matters before the meeting. 


55. Lien upon shares of proprietors.—14. The pro- 
prietors shall have a lien upon each one’s interest in the prop- 
erty for the payment of his proportionate share of the expense ~ 
so incurred until the share is paid, with interest and incidental 
charges. 


56. Defaulting proprietor, interest may be sold. 
15. If any proprietor fails to pay his proportionate share of 


—? 


& 


New HampsHIRE. 293 


the expense within one year after the repairs or changes are 
completed, the proprietors may sell his interest in the property 
at auction in the manner provided for the sale of personal 
property upon which a lien exists, and may apply the proceeds 
in like manner and shall make like return of their proceedings. 


57. Conveyance in case of sale, valid.—16. In case 
of sale, the proprietors may by their agent make a valid con- 
veyance of the interest so sold to the purchaser. 


58. Pewholder may convey interest.—17. Ifa pew- 
holder, before the removal or changes in the interior arrange- 
ments and accommodations of a house are commenced, shall 
offer to convey, and if requested shall actually convey, to the 
other pewholders, or any of them, his interest in the house, for 
a price mutually agreed upon or to be determined by the com- 
mittee chosen by the pewholders to establish their proportionate 
interests in the property, he shall not be holden for the payment 
of any portion of the expense of the removal or changes sub- 
sequently made. 


59. Repairs by town.—18. If a town shall vote to 
tepair for town purposes a meeting-house built by the town, it 
shall cause the pews therein to be appraised by a committee of 
three disinterested persons, and shall pay to the pewholders the 
full value of their respective interests, as determined by such 
appraisal, upon demand. 


60. Dissatisfied pewholder.—19. Any pewholder dis- 
Satisfied with the appraisal of his interest, or such town, may 
appeal to the next trial term of the supreme court for the 
county in which such house is situated, upon which appeal the 
same proceedings shall be had as in the case of appeals from 
the assessment by selectmen of damages for land taken for 
highways. 


Cuap. CCXX. ATTACHMENTS. 
Re Co wg PW sons, 9 EEGs 


61. Pews are personal property.—14. Pews or seats 
in a meeting-house or a place of public worship shall be deemed 
personal property, and may be attached by leaving an attested 
copy of the writ and of the officer’s return thereon with the 
town clerk of the town in which the meeting-house is. 


294 RELIGIOUS CORPORATIONS. 


Cuap. CCXXXII. Levy or Executions on PERSONAL 
PROPERTY. 


62. Pews sold on notice to debtor, or left with town 
clerk.—11. Pews or seats in meeting-houses may be taken, 
advertised, and sold on execution in the same manner as other 
personal property, except that if there has been no previous 
attachment the debtor shall be notified by the officer of the time 
and place of sale of the pew or seat, by giving to him a notice 
in writing, or leaving such notice at his abode, if he resides in 
the town, otherwise with the town clerk; and the time of giv- 
ing or leaving such notice shall be deemed the time of taking 
such property. 


PaRTICULAR DENOMINATIONS. 


63. Chap. CLII, Section 11, makes the Overseers of 
Quakers trustees of their societies. 

The Constitution, Part I, Bill of Rights, Section 6, author- 
izes parishes, etc., to employ, at their own expense, public 
Protestant teachers of piety, religion and morality. See p. 282. 


= 


NEW JERSEY. 


CONSTITUTION. Article I. 
[In effect June 29, 1844. ] 


1. Taxes, etc., cannot be levied for church support.— 
3. No person shall be deprived of the inestimable privilege of 
worshiping Almighty God in a manner agreeable to the dictates 
of his own conscience; nor, under any pretense whatever, be 
compelled to attend any place of worship contrary to his faith 
and judgment ; nor shall any person be obliged to pay tithes, 
taxes or other rates for building or repairing any church or 
churches, place or places of worship, or for the maintenance of 
any minister or ministry, contrary to what he believes to be 
right, or has deliberately and voluntarily engaged to perform. 


2. No gifts of public money allowed.—z2o0. No donation 
of land or appropriation of money shall be made by the State or 
any municipal corporation to or for the use of any society, asso- 
ciation or corporation whatever. 

Article IV. 

3. Generallaws to be passed.—VII. Par. 11. The legis- 
lature shall pass no special act conferring corporate powers, but 
they shall pass general laws under which corporations may be 
organized and corporate powers of every nature obtained, sub- 
ject, nevertheless, to repeal or alteration at the will of the 
legislature. 


STATUTES. 
1. PRovIsIONS OF GENERAL CORPORATION STATUTES,* 
(An Act Concerning Corporations. Revision—Approved April 
7, 1875.) 
I. Powers. 


4. Powers specified.—1. Every corporation, as such, 
shall be deemed to have power: 
* See note to No. 10, p. 297. 
(295) 


296 RELIGIOUS CORPORATIONS. 


(1) To have succession, by its corporate name, for the period 
limited in its charter or certificate of incorporation, and when 
no period is limited, perpetually, except so far as the constitu- 
tion otherwise provides concerning banks or money corporations; 

(2) To sue and be sued, complain and defend in any court 
of law or equity; 

(3) To make and use a common seal, and alter the same at 
pleasure; 

(4) To hold, purchase and convey such real and personal 
estate as the purposes of the corporation shall require, not ex- 
ceeding the amount limited in its charter, and all other real 
estate which shall have been dona fide mortgaged to the said 
company by way of security, or conveyed to them in satisfac- 
tion of debts previously contracted in the course of dealings, or — 
purchased at sales upon judgment or decree which shall be 
obtained for such debts ; and to mortgage any such real or per- 
sonal estate with their franchises ; the power to hold real and 
personal estate shall include the power to take the same by 
devise or bequest; provided, however, that nothing herein con- 
tained shall prohibit manufacturing or trading corporations 
from accommodating their customers by making payments or 
disbursements out of any sum of money received from such 
customers; 

(5) To appoint such subordinate officers and agents as the 
business of the corporation shall require, and to allow them a 
suitable compensation; 

(6) To make by-laws not inconsistent with the constitution 
or laws of the United States or of this State, fixing and altering 
the number of its directors, for the management of its property, 
the regulation and government of its affairs, and for the trans- 
fer of its stock, with penalties for the breach thereof not exceed- 
ing twenty dollars; 

(7) Towind up and dissolve itself, or be wound up and dis- 
solved in manner hereafter mentioned. 


5. Powers vested in every corporation.—2z. The pow- 
ers enumerated in the preceding section shall vest in every cor- 
poration that shall hereafter be created, although they may not 
be specified in its charter, or in the act or certificate under which 
it shall be incorporated. (See Nos. 8 and 9.) 


6. Limit upon powers.—3. In addition to the powers 
enumerated in the first section of this act, and to those expressly 
given in its charter, or in the act or certificate under which it 


New JERSEY. 297 


is or shall be incorporated, no corporation shall possess or exer- 
cise any corporate powers, except such as shall be necessary to 
the exercise of the powers so enumerated and given. 


7. Charters may be repealed, altered or suspended 
by legislature.—6. The charter of every corporation which 
shall hereafter be granted by or created under any of the acts 
of the legislature, shall be subject to alteration, suspension and 
repeal, in the discretion of the legislature. 


8. Corporation sole has all powers granted in general 
act.—8. If any act shall hereafter be passed by the legislature 
of this State which shall by its terms enact that any person 
therein named or described shall be incorporated by any name 
and for any purpose therein stated, such corporation shall im- 
mediately be vested with and possessed of all powers in this act 
specified and set forth, subject to all provisions and restrictions 
therein contained, unless such special act incorporating the 
same shall otherwise in whole or in part direct to the contrary. 
(See sections 2 and 9, Nos. 5 and 9.) 


9. Company organized under any general law has all 
the powers granted in this act.—9. Any corporation 
organized underany general law of the legislature now or here- 
after to be passed, shall, in addition to the powers and restric- 
tions thereon to which it may become subject or of which it 
shall be possessed by virtue of its organization and the act 
authorizing the same, be additionally, possessed of all powers 
and be subject to all restrictions thereon in this act contained, 
as far as the same are consistent with the act under which it 
may, as aforesaid, be organized, (See sections 2, 8, Nos. 5 
and 8.) 


II. Formation, DIssoLurion, ETC. 


10. Purposes of formation.*—10. It shall be lawful for 
three or more persons to associate themselves into a company 
tocarryon.... any lawful business or purpose, whatever, upon 
making and filing a certificate in writing of their organization, 


in manner hereinafter mentioned. +t 


*The majority of the provisions of the General Corporation Act from this section for- 
ward, appear to apply only to corporations for profit, The sections given in this com- 
pilation appear to apply to all corporations. 

+See for Religious Corporations No. 25, p. 302. The provisions in the General Act for 
corporations in the matter of formation appear to apply only to corporations with stock- 
holders, 


298 RELIGIOUS CORPORATIONS. 


V. REMEDIES. 


I. AGainstT THE CORPORATION. 


11. Directors to be trustees on dissolution.—57. Upon 
the dissolution in any manner of any corporation already created 
or which may hereafter be created by or under any law of this 
State, the president and directors, or the managers of the 
affairs of the said corporation at the time of its dissolution, by 
whatever name they may be known in law, shall be trustees of 
such corporation, with full power to settle the affairs, collect the 
outstanding debts, and divide the moneys and other property 
among the stockholders after paying the debts due and owing 
by such corporation, at the time of its dissolution, as far as such 
moneys and property shall enable them. 


12. Powers and liabilities of such trustees.—58. The 
persons constituted trustees as aforesaid, shall have authority 
to sue for and recover the aforesaid debts and property, by the 
name of the trustees of such corporation, describing it by its 
corporate name, and shall be suable by the same name, or in 
their own names or individual capacities, for the debts owing 
by such corporation at the time of its dissolution, and shall be 
jointly and severally responsible for such debts, to the amount 
of the moneys and property of such corporation at the time of 
its dissolution, and which shall come to their hands or posses- 
sion. 


13. Continuance of corporate existence for settling 
up business.—59. All such corporations whether they expire 
by their own limitation, or shall be annulled by the legislature 
or otherwise dissolved, shall nevertheless be continued bodies 
corporate for the purpose of prosecuting and defending suits by 
or against them, and of enabling them gradually to settle and 
close their concerns, to dispose of and convey their property, 
and to divide their capital stock, but not for the purpose of con- 
tinuing the business for which such corporation may be estab- 
lished. 


14. On dissolution directors may be continued as 
trustees, or a receiver may be appointed.—6o. When 
any corporation shall be dissolved in any manner whatever, the 
chancellor, on application of any creditor or stockholder of 
such corporation at any time, may either continue such direc- 
tors trustees as aforesaid, or appoint one or more persons to be 


New Jersey, 299 


receivers of and for such corporation, to take charge of the 
estate and effects thereof, and to collect the debts and property 
due and belonging to the company, with power to prosecute and 
defend, in the name of the corporation or otherwise, all such 
suits as may be necessary or proper for the purpose aforesaid, 
and to appoint an agent or agents under them, and to do all 
other acts which might be done by such corporation, if in being, 
that may be necessary for the final settlement of the unfinished 
business of the corporation; and the powers of such trustees or 
receivers may be continued as long as the chancellor shall think 
necessary for the purposes aforesaid. 


15. Chancellor has full jurisdiction—61. The chan- 
cellor shall have jurisdiction of said application and of all 
questions arising in the proceedings thereon, and may make 
such orders, injunctions, and decrees therein as justice and 
equity shall require. 


16. Receivers to pay debts and distribute balance 
among stockholders.—6z. The said trustees or receivers 
shall pay all debts due from the corporation, if the funds in their 
hands shall be sufficient therefor, and if not, they shall dis- 
tribute the same ratably among all the creditors who shall 
prove their debts in the manner that shall be directed by an 
order or decree of the court for that purpose ; andif there shall 
be any balance remaining after the payment of such debts and 
necessary expenses, they shall distribute and pay the same to 
and among those who shall be justly entitled thereto, as having 
been stockholders of the corporation, or their legal representa- 
tives. 


17. Dissolution of corporation does not abate suits.* 
—65. In any action now [de]pending or to be commenced in 
any court of record of this State, against any corporation now 
or heretofore existing, or that may be created hereafter, if said 
corporation become dissolved, by the expiration of its charter 
or otherwise, before final judgment obtained therein, the said 
action shall not abate by reason thereof; but the dissolution of 
said corporation being suggested, and the names of the trustees 
[or other legal representatives] of said corporation being en- 
tered upon the record, the said [same] action shall proceed to 
final judgment against said trustees or other legal representa- 
tives by the name of the corporation. 


* Section 92issimilar in wording with the exception of the words enclosed in brackets, 


300 RELIGIOUS CORPORATIONS. 


18. Provisions relative to insolvency do not apply to 
religious societies.*—86. Nothing in this act contained re- 
lating to insolvent corporations shall apply to any incorporated 
literary or religious society, or any corporation not formed for 
the purposes of gain, or destroy or impair any right or remedy 
already existing against any incorporated company. 


[Supplement of Feb. 21, 1877, as amended Mar. 21, 1893. | 


19. Any corporation may change its name.—lIt shall 
be lawful for any corporation existing under and by virtue 
of the laws of this State, whether created by special charter or 
otherwise, to change its corporate name by a two-thirds vote of 
the board of directors or managers of such corporation, who 
shall be present at a regular or special meeting called for that 
purpose; provided that the corporation cause to be made and 
filed a certificate in writing, in manner hereinafter mentioned; 
such certificate in writing shall set forth: 

1. The name of such corporation in use immediately pre- 
ceding the vote, and making and filing the said certificate; 

2 The name assumed to designate such corporation and to 
be used in its business and dealings in the place and stead of 
that referred to in the last preceding paragraph, and which said 
certificate shall be signed by the board of directors, ora majority 
of said board, and recorded in pursuance of the act to which 
this is a supplement, and in the office of the clerk of the county 
where the principal office or place of business of such corpora- 
tion in this State shall be established; and after being so 
recorded shall be filed in the office of the secretary of State; 
and to which certificate shall be affixed the official seal of said 
board and the affidavit of the secretary or acting secretary of 
such corporation, that the said certificate is made by the 
authority of the board of directors or managers of such corpora- 
tion, as expressed by a two-thirds vote of the members present 
ata regular or special meeting of said board called for that 


purpose. 


20. Change not effected until certificate actually 
filed. Liability and pending suits not affected._z. No 
change in the name of any corporation, under the provisions of 
this act shall be deemed effected until the said certificate, made 
and recorded as aforesaid, shall be actually filed in the office of 
the secretary of State, as herein directed; but no such change 


*The provisions for insolvency differ from those for dissolution. 


: 
| 
. 
: 


: 


New JERSEY 301 


shall in manner lessen or impair any liability of such corpora- 
tion incurred or existing at the time such change of name shall 
be made, which liability shall continue and be capable of being 
enforced against such corporation by its name as so changed, 
or by its original name ; and no suit pending at the time of 
such change of name shall abate by reason thereof, but the 
same may be prosecuted to the judgment and execution in the 
original name of such corporation, and under any such execu- 
tion of the property of said corporation, whether held by its 
original or amended name, may be levied on and sold to satisfy 
such judgment. 


[Act of Feb. 25, 1880. ] 


21. Corporation may remove principal office.—It 
shall be lawful for any corporation existing under and by virtue 
of the laws of this State, whether created by special charter or 
otherwise, to locate its principal office at such place in this 
State as may be for the best interests of its business, irrespec- 
tive of the location of the principal office named in the charter 
or articles of organization of the corporation; provided, that 
such corporation cause to be made and filed a certificate in 
writing, in manner hereinafter mentioned; such certificate 
shall set forth, first, the name of such corporation and the city 
or town in which it is located by charter, or in which its prin- 
cipal office had previously been located; and, second, the place, 
town or city in which it proposes to locate the principal office for 
its business and dealings in the place and stead of that referred to 
in last preceding paragraph, and which said certificate shall be 
signed by the board of directors, or a majority of said board, 
and filed in the office of the secretary of State, and to which 
certificate shall be affixed the official seal of said board and the 
affidavit of the secretary or acting secretary of such corporation 
that the said certificate is made by the authority of the board of 
directors or managers of such corporation, as expressed by a 
two-thirds vote of the members present at a regular or special 
meeting of said board called for that purpose; provided, such 
removal is not outside of this State. 


[Act of Mar. 23, 1883.] 


22. Foreign benevolent corporations may hold land 
in this State.—1. It shall be lawful for foreign corporations, 
created and organized for charitable or benevolent purposes, to 


302 RELIGIOUS CORPORATIONS, 


hold, mortgage, lease and convey such real estate in this State 
as may be devised or conveyed to them for the purpose of their 
creation, anything in the laws of this State to the contrary not- 
withstanding. (See No. 4, p. 286.) 


[Act of Mar. 7, 1888. ] 


23. Corporation not to assume a name already in 
use.—1. No corporation to be organized under the laws of this 
State shall assume or use a name or title already in use by an- 
other corporation so organized, or so nearly similar to the name 
or title of any other corporation of this State as to lead to un- 
certainty and confusion. 


[Act of April 24, 1894. ] 


24. Religious and charitable associations may file 
papers without payment of fees.—1. The fees and taxes 
required by law to be paid to the secretary of State on filing in 
the department of State any certificate or other paper relative 
to corporations, shall not apply to or be collected from incor- 
porated religious or charitable societies or associations; and all 
certificates or other papers relative to such societies or associa- 
tions may be filed in the department of State without the pay- 
ment of any fee or tax.* 


2. PROVISIONS OF STATUTES RELATING TO RELIGIOUS SOCIETIES. 


(a) Incorporation, how effected and perpetuated with General 
Powers. 


[Revision Approved Apl. 9, 1875, as amended, Mar. 14, 1879. ]} 


25. Meeting for incorporation and election of trus- 
tees.—1. That every religious society or congregation of 
Christians entitled to protection in the free use of their religion 
by the constitution and laws of this State, are hereby author- 
ized to assemble at their usual place of meeting for public wor- 
ship, at any time by them to be agreed upon, giving at least 
ten days’ notice of the time and purpose of assembling, by an 
advertisement set up in open view at or near such place of 
meeting; when so assembled may, by plurality of voices of 
such of the members of said society or congregation who regu- 
larly contribute to the support of such society or congregation, 
male and female over twenty-one years of age, as are present, 


*See No. 39, P- 307. 


; 
| 


Ye 


New JERSEY. 303 


elect any number of said society or congregation to be trustees; 
which said trustees and their successors in office are hereby 
constituted a body politic and corporate in law by whatever 
name they shall assume, agreeably to the directions of this act. 


26. Name certified and recorded.—2. The said trus- 
tees, when they take upon themselves a name, shall certify such 
mame under their hands and seals, and transmit such certificate 
to the clerk of the court of common pleas of the county, whose 
duty it shall be instantly to record the same, for which he shall 
be entitled to receive one dollar. And thereupon the said trus- 
tees shall be known and distinguished in law by the name of 
incorporation so taken, certified and recorded. 


27. Power to hold property.—3. Thesaid trustees and 
their successors shall, by such name of incorporation, be able 
and capable to acquire, purchase, receive, have and hold any 
lands, tenements, hereditaments, legacies, donations, moneys, 
goods and chattels in trust for the use of said society or congre- 
gation, to an amount in value not exceeding two thousand 
dollars a year, and the same or any part thereof to sell, grant, 
assign, demise, alien, and dispose of; to sue or be sued, implead 
or be impleaded, in any court of law or equity; to make and 
use a common seal, and the same to alter and renew at their 
pleasure. 


28. How board perpetuated.—4. For perpetuating 
a line of succession in the trustees of every religious society 
or congregation which has been duly incorporated, it shall 
and may be lawful for the persons composing such congre- 
gation to assemble at any time they may think proper, giv- 
ing notice thereof as is by law directed for the first election 
of trustees, in order to elect any other trustee or trustees, in 
the place or stead of those or any of those before elected, in 
case they see cause for the removal of the said trustees; pro- 
vided, such removal shall not be in less than one year after his 
or their election into office; and also to fill up the vacancy 
which may be occasioned by the expiration of the term of office 
of any such trustee or trustees, or by the death or resignation 
of any trustee, or by his moving out of the limits of the said 
society or congregation; at any meeting called for the purpose 
aforesaid, it shall be lawful for any person to vote, being 
twenty-one years of age, male or female, who is a regular 
attendant upon the services of such society or congregation, 

24 


304 RELIGIOUS CORPORATIONS, 


and not elsewhere, and who contributes regularly to the sup- 
port of such society or congregation, according to his or her 
engagements, whether as a pewholder or. by subscription; 
Provided, 'That no person shall vote at any election of trustees 
as aforesaid who is not qualified to vote in accordance with any 
limitation, condition, restriction or trust contained in the deed 
for the church site or other real estate owned, held or occupied 
by such society or congregation; and Provided, further, That in 
elections for trustees of religious societies or congregations of 
the denomination known as Baptists the persons entitled to 
vote shall be such as have heretofore by the rules and practice 
of said denomination been deemed qualified to vote, to wit, all 
members thereof in good, full and regular standing. [As 
amended, May 15, 1894. | 


29. President and his powers.—5. Such corporation 
may elect, annually, or oftener if necessary or expedient, one 
of their number to be their president, whois hereby empowered 
to convene the said corporation as occasion may require; and 
preside at the meetings thereof, and execute all contracts, and 
in case of his absence, sickness, death, resignation, refusal to 
act, or moving out of the limits of the said religious society or 
congregation, then the said office of president shall devolve on 
the senior trustee, for the time being, who shall occupy the 
same until the return or recovery of the president, or the 
election of another. 


30. Election of secretary and his duties.—6. Such 
corporations may elect annually, or oftener if necessary or 
expedient, one of their own members to be secretary, who shall 
keep the minutes and enter the orders, acts and proceedings in 
a book, to be kept for that purpose, and who shall have the 
custody of the common seal, and the papers, deeds, writings, 
documents and books of or relating to the said corporation; and 
upon application to the secretary, any member of the said 
religious society or congregation shall have free access to all 
the papers, deeds, writings, minutes, documents and books of or 
belonging to the said corporation, and upon the death, resigna- 
tion, removal or expiration of the office of secretary, or elec- 
tion of a new one, the common seal and all minutes, papers, 
deeds, writings, documents and books of or belonging to such 
corporation, shall be delivered to his successor in office, on the 
oath of the preceding secretary, or in case of his death, on the 


New JERSEY. 305 


oath of his executors or administrators, under such pecuniary 
penalty as said corporation shall have previously fixed, to be 
recovered with costs by action of debt, in the name and for the 
use of the corporation. 


31. Election of treasurer and his duties.—7. At the 
said annual or other election it shall and may be lawful for such 
corporation to elect one of their own members to be treasurer, 
who shall have charge of the moneys of the said corporation, 
and keep a correct account of the receipts and disbursements of 
the same, and at each annual election for officers of said cor- 
poration, render to said religious society a true statement in 
writing of the receipts and disbursements of the said corpora- 
tion for the preceding year, and upon the death, resignation, 
removal or expiration of the office of treasurer, or election of a 
new one, all the books, accounts, vouchers and documents in 
the hands of such treasurer, belonging to such corporation shall 
be delivered to his successor in office. 


32. Power to sell and convey real estate.—8. It 
shall be lawful for any religious society in this State, however 
incorporated, to purchase and hold and also to convey and dis- 
pose of any real estate, which they may deem necessary and 
expedient; Provided, That the same shall not be used by the 
religious corporation acquiring the same for any other purpose 
than the rendering and maintaining in any building now 
or hereafter erected upon such real estate, the worship of 
Almighty God, and the furtherance of religion according to 
the tenets and forms of worship of the religious denomination 
to which such religious society belongs, or for education, or the 
administration of charity to the bodies or souls of men; any 
conveyance or agreement by and between any religious corpo- 
tations, intended for the purposes aforesaid by or under the 
authority of such corporations, now made or hereafter to be 
made, is hereby declared to be valid and effectual in law; the 
proceedings, orders and acts of a majority of all the members 
of the said corporation, but not of a less number, shall be valid 
and effectual in law. 


(b) Of annual meetings ; trustees and other officers. 
[Act of Mar. 22, 1883.] 


33. Annual meeting.—It shall and may be lawful for 
any church or other religious society heretofore incorporated 


306 RELIGIOUS CORPORATIONS, 


by special act of the legislature of this State at any annual 
meeting, to designate, by the majority of the members present 
duly qualified to vote, the time and place at which they will 
hold their annual meeting thereafter, any special act or law to 
the contrary notwithstanding. 


[Act Mar. 14, 1879. ] 


34. Majority of trustees must be members.—Here- 
after in the election of the trustees of any religious society 
incorporated by special acts, it shall not be necessary as a qual- 
ification for such election that such trustees shall be members 
of the church in which such corporation exists; Provided always, 
That they are attending members of the congregation, and con- 
tribute to the support of the church of which they may be 
elected trustees; and Provided also, That at least a majority of 
the trustees elected shall be members of such churches in good 
and regular standing. 


[Act Mar. 9, 1887.] 


35. Election of treasurer.—1. It shall and may be 
lawful for every religious society or congregation of Chris- 
tians, when assembled, according to the laws of this State, for 
the election of trustees of such society or congregation, to 
annually elect, in the same manner and at the same time as the 
trustees are elected, a person to be the treasurer of such relig- 
ious society or congregation, who, when so elected, shall also 
be the treasurer and an ex-officio member of the board of trus- 
tees of such religious society or congregation. 


36. May provide for election and number of trustees. 
—2. Such religious society or congregation may at such 
annual meeting provide by by-law or resolution for the election 
of its trustees for three years, but in such case at the first elec- 
tion held under this act the number of trustees of such religious 
society or congregation shall be fixed by the society or congre- 
gation and shall be divided, as near as can be, into three equal 
numbers, of whom one part shall be elected for one year, one 
part for two years, and one part for three years, and then 
annually thereafter the terms of those expiring shall be filled 
for a period of three years; vacancies occurring for any cause 
shall be filled for the unexpired term only. 


37. Annual meetings, by whom and how called.— 
3. The annual meetings for the election of trustees and the 


t 
a 


New JERSEY. 3°7 


treasurer of any religious society or congregation shall be called 
by the board of trustees thereof and upon a ten days’ notice, as 
provided by law, signed by the secretary of said board and 
posted as required by statute, and such meeting when convened 
shall select its own officers and determine its own rules of pro- 
cedure. 

(c) Change of Corporate Name ; Officers, etc. 


[Approved Mar. 11, 1874.] 


38. Change of name, how effected.*—1. Any church 
that has been heretofore or may hereafter be incorporated 
under and by the laws of this State, may change its cor- 
porate name or title and assume another name or title, by 
resolution passed at a meeting of its trustees, consistory or 
other body, by whatever name the same may be called, having 
management of the temporalities of said church; such resolu- 
tion shall be certified under its corporate seal, and proved in 
the same manner as deeds for lands are required to be proved, 
and when filed in the office of the clerk of the county in which 
such church is situated, such corporations shall be thereafter 
known, and may bring and defend actions and suits at law or 
in equity by such new name; Provided, That nothing herein 
contained shall be construed to relieve any such corporation 
from any of its legal contracts, obligations, debts, or other 
liabilities, or release any legal existing obligations, debts or 
other liabilities or rights due to, held by, or belonging to such 
corporation. (As amended Apl. 12, 1886.) 


39. Certificate to be filed—z. It shall be the duty 
of the clerk of the county in which such church is situated, to 
file the resolution changing the corporate name or title, in 
the same manner as certificates of incorporation are required to 
be filed, and to indorse on the original certificate of incorpora- 
tion the change of the corporate name or title, and for these 
services he shall be entitled to receive the sum of one dollar. + 


[Act of Mar. 14, 1893.] 


40. Proceedings to change name.—1. Whenever 
any religious corporation, incorporated by general or special 
act of the legislature, shall desire to change its corporate 
mame it shall and may be lawful for said corporation, by a 


*See, also, No. 50, p. 311, and No. 19, p. 300. 
tSee No. 24, p. 302. 


308 RELIGIOUS CORPORATIONS. 


two-thirds vote at any regular meeting, to change the corporate 
name of the said corporation, specifying by such vote what the 
new corporate name shall be; and thereafter the said corpora- 
tion shall be known by such new name so adopted, and shall, 
by such new name, have, hold and retain all its property, and 
shall enjoy the same rights, privileges and powers and be sub- 
ject to the same liabilities as it would have enjoyed and been 
subject to had said name not been changed. 


41. Change of officers, etc., and terms thereof.—z. 
It shall be lawful for any such religious corporation, by a 
majority vote at any regular meeting, to make such change 
or changes in the number of officers and managers or trustees 
of said corporation, and the terms of their office, as shall be 
considered expedient for the interests of the corporation. 


42. May establish new departments.—3. It shall 
be lawful for any such religious corporation, at any regular 
meeting, by a majority vote, to establish any new depart- 
ment or departments of religious work not specified in the act 
of incorporation, and to maintain the same. 


43. Certificate to be filed.—4. Whenever any or all of 
the changes provided for in this act are made, a certificate of 
such change or changes, over the hand of the presiding officer 
of the corporation, attested by the secretary thereof, shall be 
filed with the secretary of state within thirty days after such 
change is made; and one dollar shall be the established fee for 
such filing.* 

(d) Consolidation. 


[Act of Mar. 5, 1890. ] 


44. Societies authorized to consolidate.—1. When- 
ever two incorporated religious societies of the same denom- 
ination shall have heretofore agreed, or shall hereafter agree, 
with the approval of the presbytery, classis or other like gov- 
erning religious body of their denomination within whose 
jurisdiction they are located, to consolidate or unite their two 
societies into one, it shall be lawful for the boards of trustees or 
other like bodies of the two societies to make, under their 
respective seals, with the signature of the president of each, 
and attested by the secretary, a certificate that such two socie- 
ties have consolidated or united, giving also the name which 
they have selected for the new organization, and transmit the 


*See No. 24, p. 302. 


New JERSEY. 309 


same to the clerk of the court of common pleas of the county 
in which they are located, whose duty it shall be instantly to 
tecord the same, and thereupon the said two societies shall 
become consolidated or united into one corporation under the 
name so selected, and the new corporation shall be entitled to, 
and invested with, all the property, real and personal, and 
assets, rights, privileges, powers and franchises belonging to 
either of the two societies so consolidated or united, but subject 
to all the debts and liabilities of each, and to the terms of 
agreement under which such consolidation or union was made. 


45. Powers.—2. From the time of the consolidation 
or union as aforesaid, the new corporation shall possess and 
exercise all the powers, rights, privileges and franchises 
which any religious society of like denomination may possess 
and exercise when incorporated under the existing laws of the 
State. 


(e) Use of Church Funds. 
[Act of Mar. 25, 1881.] 


46. Trustees have no power to divert property or 
revenues.—It shall not be lawful for the rector, wardens and 
vestrymen, or the trustees, consistory or session of any church, 
congregation or religious society, incorporated under any of 
the laws of this State, to divert the estate, property or revenue 
belonging thereto to any purpose except the support and main- 
tenance of the church or religious or benevolent institution or 
object connected with the church or denomination to which 
such corporation shall belong, and the highest judicatory of 
any denomination from which property is attempted to be, or 
is being, or shall be diverted in violation hereof, is hereby 
authorized to enforce the foregoing provision, but nothing 
herein contained shall be construed as preventing action being 
taken by members of the congregation or otherwise, as hereto- 
fore, to enforce the said provision. 


[Act of May 12, 1890. ] 


47. School funds of churches may be devoted to 
other religious uses.—1. It shall and may be lawful for 
the chancellor, summarily upon petition of any person or per- 
sons or body corporate, holding any funds or sum of money 
which may have been given for the purpose of either maintain- 
ing schools or the support of poor people as scholars in schools 


310 ' RELIGIOUS CORPORATIONS. 


formerly maintained on the property of religious societies, 
which schools have now ceased to exist, to inquire into the 
merits of such application, and if it be found impossible to fully 
carry out and comply with the provisions of such trust, to order 
payment of the income from such funds to the maintenance of 
the property of such religious society, or for any other purpose 
nearest akin to the trust. 


(f) Acguzring, Holding, and Disposing of Real and Personal 
Estate. 
[Act of Mar. 9, 1877. Supplement to Act of Apr. 9, 1875. ] 


48. Erroneous title, how corrected.—:. In all cases 
where a conveyance of any real estate is made to any reli- 


gious society or corporation, incorporated under or by virtue of 


any general or special laws of this State, and in the deed of 
such conveyance the corporate name or designation of such 
religious society or corporation as the grantees in such deeds of 
conveyance is not correctly stated, and where the intention of 
the grantor or grantors in any such deeds is signified by the use 
of the principal words of the corporate name or designation of 
any such religious society or corporation, and where such relig- 
ious society or corporation have entered into possession and 
occupation of such real estate, it shall be lawful for such relig- 
ious society or corporation to file, in the office of the clerk or 
register of the county wherein such real estate is located, a 
statement setting forth the date of such deed of conveyance, 
the date of the recording, and the number and page of the 
book of record thereof, the names of the grantor or grantors, 
the description of the property conveyed, the erroneous title of 
such religious society or corporation, as expressed in such 
deeds, and also the correct title thereof, which statement shall 
be verified by the affidavit of any duly authorized officer of such 
religious society or corporation, taken by any person authorized 
to take the acknowledgment and proof of deeds; and it shall be 
the duty of such clerk or register to file the said statement so 
verified as aforesaid in his office, and to record the same in a 
book to be kept for that purpose, for which such clerk or regis- 
ter shall receive the same fees as are now allowed for the re- 
cording of deeds. 


49. Recording of statement validates title.—2. Upon 
filing and recording such statement as aforesaid, the said reli- 
gious societies or corporations shall be deemed to be vested in 


New JERSEY. 311 


as good and perfect title to said real estate, so conveyed to 
them by an erroneous corporate name and designation, as 
though the same had been conveyed to them by their proper 
corporate name or designation, and the said verified statements, 
or duly certified copies thereof, shall be received as evidence in 
any of the courts of this State. 


50. Name of corporation, how changed.*—3. It 
shall be lawful for any religious society or corporation, by the 
votes of two-thirds of all the members of such society or cor- 
poration, at a meeting called for the purpose in the manner 
that meetings of such society or corporation are called, accord- 
ing to the form of government thereof, to change the name of 
such society or corporation; and upon the filing of a certificate 
of such action, verified by the affidavit of any duly authorized 
officer of such society or corporation, setting forth the change 
of name so determined upon, with the clerk or register of the 
county wherein such society or corporation is situate, it shall 
be the duty of such clerk or register to file such certificate in 
_ his office and to record the same in the book referred to in the 
first section of this act, and thereafter such society or corpora- 
tion shall be known by the name determined upon as aforesaid 
and set forth in such certificate; but the said society or corpora- 
tion shall be entitled to the same rights and privileges and be 
subject to the same responsibilities asif no change of name had 
been made. 


J 


[Act of Mar. 25, 1881. ] 


51. Individual trustees required to convey title to 
church when organization is completed.—In case the 
trustees of any intended church organization which has not 
been perfected according to law, shall have taken title to any 
lands or real estate in their own names, or in their own names 
as trustees of such intended organization, and such intended 
organization hasafterwards perfected their organization accord- 
ing to law by the same or any other name, it shall and may 
be lawful, and such trustees, or the survivors or survivor of 
them are and is hereby authorized and required to convey by 
good and sufficient deed or deeds in the law all their right, 
title and interest in the said lands and real estate to the trus- 
tee of the sail perfected organization, whether the same shall 
have been perfected heretofore or shall hereafter be perfected 


*See, also, No. 38, p. 307, and No. 19, p. 300. 


312 RELIGIOUS CORPORATIONS. 


according to law, by the same or any other name than the one 
originally intended, and that when the said lands shall have 
been so conveyed, said perfected organization shall hold the 
same as fully and completely as though the said organization 
had been originally perfected according to law. 


[Act of Jan. 28, 1885. ] 


52. Trustees of Presbyterian Church may convey 
estate to church.—1:. In all cases where the conveyance 
of lands and real estate has been made to the trustees of any 
Presbyterian church, as trustees of said church, said trus- 
tees, or their successors in office, are hereby empowered and 
authorized to convey the same to the particular church of which 
they are trustees by its corporate name ; and said conveyance 
shall vest in said church as good, effectual and valid title as if 
the conveyance to said trustees had been to such church in its 


corporate name. 
[Act Mar. 8, 1887. ] 


53. Trustees of any church may convey to church.— 
In all cases where the conveyance of lands and real estate has 
been made to the trustees of any church or religious society by 
their individual names as trustees of said church or religious 
society, said trustees and the survivors or their successors in 
office are hereby empowered and authorized to convey the same 
to the particular church or religious society of which they are 
trustees, by its corporate name, and such conveyance shall vest 
in said church or religious society as good, effective, and valid 
a title as if the conveyance to said trustees had been made 
directly to such church or religious society by its corporate 
name. 


[Act of Feb. 27, 1889, amending Act of Apl. 5, 1886. ] 


54. Trustees may sell church property and give valid 
title.—Any incorporated religious society, by its trustees, con- 
sistory, or other board or persons managing the temporalities 
of such religious society, be and they are hereby authorized to 
sell and convey, in fee simple or otherwise, any lands, prem- 
ises and real estate owned by them, together with the appurte- 
nances, and to execute and deliver good and sufficient deeds of 
conveyance therefor, or for any part thereof, to the purchaser or 
purchasers of the same, and that every such deed or deeds of 
conveyance shall be good and effectual in law; Provided, The 


lei 


New JERSEY. 313 


said sale shall have been duly authorized at a meeting of the 
said religious society, by the vote of two-thirds of those present 
at said meeting; and Provided, further, That said meeting 
shall have been duly and legally called. 


[Act of Mar. 26, 1889, being supplement to Act of Apl. 5, 1886. ] 


55. Trustees have power to sell and convey lands, 
etc.—1. Any incorporated religious society, owning or hold- 
ing the title to any lands, premises or real estate in trust or 
on condition that the same shall be used for church pur- 
poses, may, by its board of trustees, consistory or other board 
managing its temporalities, alone and without a vote of the 
members of the society, sell and convey, and it is hereby 
authorized and empowered to sell and convey, in fee simple or 
otherwise, such lands, premises and real estate, or any part 
thereof, with the appurtenances, freed and discharged from 
such trust or condition, and the deed therefor shall convey to 
the purchaser a title good and effectual in law, free from such 
trust or condition, and the grantee or grantees shall take the 
property so freed and discharged accordingly; Provided, The 
donor or donors by whom such trust was created or condition 
imposed shall have discharged the property or such society 
from such trust or condition, or shall consent to such convey- 
ance free from such trust or condition. 


[Act of Mar. 31, 1890. ] 


56. Trustees authorized to sell or mortgage church 
property.—:. It shall and may be lawful for any incorpo- 
rated church or religious society, by its trustees or other 
board managing the temporalities of said church or religious 
society, to sell and convey in fee simple, or by way of mortgage 
or for any other estate, any or all real estate owned by such 
religious society in fee simple, and make and give all necessary 
conveyances therefor; Provided, That any such sale be first 
duly authorized at a regular or special business meeting of the 
members of such church or religious society. 


[Act of Mar. 23, 1859. ] 


57. Application to chancellor for leave to sell lands. 
—1. Whenever any incorporated religious society in this 
State, entitled to lands and tenements granted or devised to 
them by deed, will or otherwise, appropriating the rents, issues 


314 RELIGIOUS CORPORATIONS, 


and profits thereof to specific use, but without power to sell and — 


convey the same, shall represent to the chancellor of this State — 


that the interest of the person or persons of such religious 
society in the said lands, should be sold or disposed of, the 
chancellor may, in a summary manner, proceed to inquire into 
the merits of the application, and from such time the person or 
persons interested in the said lands and the said religious 
society, as the case may be, as far forth as relates to such lands, 
its proceeds and income, shall be considered wards in chancery. 


58. Chancellor to appoint trustee. Bond to be 
given.—z. On every such application, the chancellor shall in 
his discretion appoint a suitable trustee or trustees, who 
shall give bond to the State of New Jersey, to be filed with the 
clerk of the court of chancery, in such penalty and with such 
surety as the chancellor shall direct, conditioned for the just 
and faithful performance of the trust reposed in such trustee or 
trustees, and for the observance of such orders and directions 
as the chancellor shall from time to time make in the premises, 
in relation to such trust, which bond, if forfeited, may be prose- 
cuted by the direction of the chancellor, in any court having 
cognizance of the same. 


59. Reference to be made to master.—3. After such 
bond shall be given and filed as aforesaid, the chancellor may — 
proceed in a summary manner, by reference to a master, to — 
inquire into the merits of such application, and whenever 
and as often as it shall satisfactorily appear to the court, that 
the interest of parties interested requires or will be substantially 
promoted by a sale of such land, or any part or parts thereof, 
the chancellor may direct a sale or sales of such lands, to be 
made by the trustee or trustees, either in whole or by subdi- 
vision and upon such terms of credit as may be deemed expe- 
dient, and all sales and dispositions made in good faith and in 
pursuance of and conformation with the directions of the court, 
when confirmed as hereinafter mentioned, shall be valid and 
effectual in law. 


60. Report of sale.—4. All sales and dispositions made 
in pursuance of this act shall be reported on the oath or 
affirmation of the trustee or trustees to the chancellor, to be 
approved by him before a conveyance shall be executed, and if 
such sale or disposition is confirmed by the chancellor, and a 
conveyance directed to be executed, he shall then make such 


New JERSEY. 315 


further order for the application and disposition of the proceeds 
of the same, and for the investment thereof, as the case may 
require. 


61. Proceeds, investment of—s. The proceeds of 
such sale shall be loaned and invested in good and sufficient 
bonds of individuals, secured by mortgage on unincumbered 
real estate in this State, worth without buildings double the 
amount loaned, payable with interest semi-annually, or invested 
in the public funded debt of the United States, and upon the 
payment of the principal sum loaned or invested, or any part 
thereof, the amount shall be again invested as aforesaid, and 
the interest arising on such loan or investment, as soon as 
received, shall be applied and paid to the person or persons, 
and for the uses specified in the grant, deed or devise for which 
the lands were granted or devised, and for no other use or 
purpose whatsoever; Provided, always, That no loan of money 
received by virtue of the sale of the land aforesaid shall be 
made to any person fora greater sum than one thousand dol- 
lars, unless it may be for the consideration of lands sold to such 
person by virtue of this act. 


62. Trustees liable to account.—6. The trustee or 
trustees appointed as aforesaid shall be liable to account, 
under order of the court of chancery, before such master as the 
chancellor may designate from time to time, upon the applica- 
tion of any religious society, or any person or persons interested 
in the funds, and the report of such master made thereupon 
shall be liable to exceptions as in other cases of masters’ reports 
requiring confirmation; and the chancellor shall have full 
power and authority to make all such orders and decrees in the 
premises as shall be necessary to give complete relief to the 
parties. 


63. Certain lands not to be sold.—7. No land upon 
which a church or place of worship is or may be erected, or 
granted for that purpose, or burying ground, shall be liable to 
be sold by virtue of this act. 


64. Settlement of account of trustees.—8. Upon 
the settlement of the account of the trustee or trustees made 
by the chancellor, he may direct the said trustee or trustees 
to assign and set over all bonds and mortgages and public 
stocks remaining in their hands to the religious society to which 
the said lands and tenements sold may have been granted or 


316 RELIGIOUS CORPORATIONS. 


devised, to be held by such religious society in trust, for the 
uses and purposes prescribed in such grant or devise, and for 
no other use or purpose whatever. 


[Act of Mar. 3, 1880, supplement to Act of Mar. 23, 1859.] 


65. Reinvestment of proceeds of sales of lands.— — 
1. The chancellor may, upon due cause shown, order and 
direct the whole or any part of the proceeds of any sale of real 
estate had or to be had by virtue of this act, to be reinvested in — 
other or more desirable real estate, to be held and owned by the © 
religious society entitled to the same, in the same manner and 
subject to the same conditions and limitations as the real estate 
granted or devised to them. 


[Act Mar. 27, 1889.] 


66. Authorized to increase amount or value of real © 
or personal property.—1. Whenever any corporation of 
this State, incorporated for religious, educational or benevo- 
lent purposes, shall, by its charter or any supplement thereto, — 
or otherwise, be limited in the amount or value of real or per- — 
sonal property which it may acquire, have, hold and enjoy for — 
the use and purposes of such corporation, and the board of 
trustees, directors or managers of such corporation shall 
desire to obtain for such corporation legal capacity to acquire, 
have, hold, use and enjoy a larger amount than that to which — 
it is or shall be so limited, that it shall be lawful for such — 
trustees, directors or managers at any stated meeting of said 
board, and from time to time, to adopt by vote of a 
majority of the whole number of such trustees, directors or 
managers, a resolution declaring their desire to have the — 
amount so enlarged, and stating the amount to which it is to” 
be so increased, and to cause a copy of such resolution, authen- — 
ticated and verified as by this act directed, to be filed in the — 


4 


office of the secretary of State. ‘ 


67. Resolution to be authenticated.—2z. The copy 
of the resolution authorized by the first section of this act to © 
be filed with the secretary of State, shall be certified and 
authenticated under the common seal of said corporation, and 
shall be verified by the oath of the clerk or secretary of said — 
corporation that the seal affixed to said copy is the common ~ 
seal of said corporation, that the said copy is the true copy of — 
the original resolution as recorded on the minutes of said board, 
and that it was passed as directed in the first section of this act. © 


New JERsey. 317 


68. Upon filing copy of resolution authorized to 

hold an increased amount of real and personal estate. 

— 3. On filing said copy of such resolution in the office of the 

ri secretary of State, it shall be thereafter lawful for the said cor- 

_ poration to take and receive by gift, grant, devise, bequest 

» or purchase, and to have, hold and enjoy for the uses and pur- 
poses of the said corporation any real or personal estate not 
exceeding the increased amount named in said resolution, any 
provision of the charter of said corporation, or any supple- 
ment thereto, to the contrary notwithstanding. 


[Act of Mar. 5, 1890.] 


69. Limitation upon amount of real and personal 
property.—:. Any corporation of this State created by or 
existing under any general or special law for benevolent and 
charitable purposes, is hereby authorized and empowered to 
hold or possess real and personal property not exceeding in 
value the sum of five hundred thousand dollars. 


70. May change location of principal place of busi- 
ness.—z. Said corporation shall have power, by a vote of its 
governing body, to establish or change its location or prin- 
cipal seat or place of business in or to such municipality as it 
may see fit. 


71. Act how construed.—3. Nothing herein contained 
shall be construed to exempt the property of said corporation 
from taxation. 


(h) Of Conferences, Confraternities, Diocesan Conventions, 
Presbyteries, Synods, etc. 


[Act of Mar. 8, 1377.] 


72. Election of trustees.—1. Every association of per- 
sons composed of representatives from religious societies or 
congregations of Christians, be and they are hereby authorized 
at any regular meeting of such association by a majority of 
votes, by ballot or otherwise, according to the constitution or 
by-laws of such association, to appoint any number, not exceed- 
img seven, of the said association to be trustees of the same; 
which said trustees and their successors are hereby constituted 
_ a body politic and corporate, by whatever name they shall 
assume agreeably to the directions of this act. 


318 RELIGIOUS CORPORATIONS. 


73. Certificate of corporate name to be filed.—z. 
The said trustees, when they take upon themselves a name, 
shall certify such name under their hands and seals, and trans- 
mit such certificate to the clerk of the court of common pleas 
of the county in which such association shall have holden their 
meeting at which said trustees shall have been elected, whose 
duty it shall be to record the same, and for which he shall be 
entitled to receive one dollar;* and thereupon the said trustees 
shall be known and distinguished in law by the name of incor- 
poration so taken, certified and recorded, 


74. May receive and dispose of real and personal 
property.—3. The said trustees and their successors, shall 
by such name of incorporation, be able and capable to 
acquire, purchase, receive, have and hold, any lands, tene- 
ments, hereditaments, legacies, donations, moneys, goods and 
chattels in trust for the use of said association to an amount in 
value not exceeding two thousand dollars a year, and the same 
or any part thereof to sell, grant, assign, demise, alien, and 
dispose of; to sue or be sued, implead or be impleaded, in any 
court of law or equity; to make and use a common seal, and 
the same to alter and renew at their pleasure; the proceed- 
ings, orders, acts and resolutions of a majority of all the trus- 
tees of the said corporation, but not of a less number, shall be 
valid and effectual in law. 


75. Election of trustees in case of vacancy.—4. 
For perpetuating a line of succession in the trustees of such 
association, it shall and may be lawful for the members of said 
association assembled at any regularly appointed meeting, to 
elect a trustee or trustees in manner aforesaid, in the stead 
of those or any of those before elected, in case they see cause 
for the removal of the said trustees or trustee; Provided, Such 
removal shall not bein less than one year after their or his 
election into office, and also to fill the vacancy which may be 
occasioned by the death or resignation of any trustee. 


76. Election of president.—5. Such corporation may 
elect annually, or as often as they shail deem it necessary or 
expedient, one of their number to be their president, who is 
hereby empowered to convene the said corporation as occasion 
may require, and preside at the meetings thereof, and execute 
all contracts, and in case of his absence, sickness, death, resig- 
nation or refusal to act, then the said office of president shall 


*See No. 24, p. 302. 


ON SS Ss ee 


Ta ee 


¥ 
# 
5 
. 
4 


New JERSEY. 319 


devolve on the senior trustee, for the time being, who shall 
occupy the same until the return or recovery of the president, 
or the election of another. 


77. Election of secretary.—6. Such corporation may 
elect annually, or as often as they shall deem it necessary or 
expedient, a secretary, who shall keep the minutes and enter 
the acts, orders and proceedings in a book to be kept for that 
purpose, and who shall have the custody of the common seal, 
and the papers, deeds, writings, documents and books of or 
Telating to the said corporation; and upon application to the 
secretary, any member of said corporation or of the association 
shall have free access to all the papers, deeds, writings, docu- 
ments and books of or belonging to the said corporation; and 
upon the death, resignation or expiration of the office of secre- 
tary, or the election of a new one, the common seal, and all 
minutes, papers, deeds, writings, documents and books of or 
belonging to such corporation, shall be delivered to his succes- 
sor in office, on the oath of the preceding secretary, or in case 
of his death, on the oath of his executors or administrators. 


78. Election of treasurer.—7. Such corporation may 
elect annually, or as often as they shall deem it necessary or 
expedient, one of their number to be treasurer, who shall 
have charge of the moneys of the said corporation, and keep a 
correct account of the receipts and disbursements of the same, 
and whenever required by the said corporation or by the associ- 
ation, to render a true statement, in writing, of the receipts 
and disbursements of the said corporation; and upon the death, 
Tesignation, removal or expiration of office of treasurer, or 
election of a new one, all the books, accounts, vouchers and 
documents in the hands of such treasurer, belonging to such 
corporation, shall be delivered to his successor in office. 


Diocesan CONVENTIONS, PRESBYTERIES, SYNODS, ETC. 
[Act of Mar. 6, 1886, amending Act of Feb. ro, 1885.] 


79. How incorporated.—It shall be lawful for any dioc- 
esan convention, presbytery, classis, synod, annual conference, 
or other governing body having jurisdiction over a number of 
incorporated or unincorporated churches, congregations, or 
societies of any church or religious denomination in this State, 
at any stated or regularly convened meeting thereof, to elect as 

25 


320 RELIGIOUS CORPORATIONS. 


trustees certain discreet persons who, upon filing the certificate — 
hereinafter provided, shall be, and become a body corporate, — 
capable of taking, holding, managing, and dealing with prop- ~ 
erty, both real and personal, and that the presiding officer and 
clerk or secretary of such governing body at the time of such ~ 
election, shall immediately thereafter prepare and file a certifi- 
cate in writing under their hands and seals, which certificate 
shall contain first, the name or title by which such body corpo- — 
rate shall be known, and, second, the names of the trustees so — 
as aforesaid elected, and the times for which they were respec- — 
tively chosen to serve, which certificate, duly acknowledged by ~ 
said presiding officer and clerk or secretary, shall be filed in the — 
office of the secretary of state; and such trustees, upon the — 
filing of such certificate, shall thereupon be and become a body 
corporate by the name therein mentioned; and that any such — 
governing body may, in its discretion, elect more than one set — 
of trustees in manner aforesaid, who may in like manner be- 
come incorporated, and who shall adopt such names as shall 
serve to distinguish and designate them, reference being had to — 
the object of their trust; and that such trustees shall be elected — 
for three years, one or more each year, except that the first © 
trustees shall be elected, one-third of the number for one year, — 
one-third for two years and one-third for three years, all of © 
which trustees shall, when so required by the governing body © 
by which they were elected, furnish to said body a statement — 
and account of the particulars and items of their trust, and 
permit an auditing of the same and an inspection of their books 
and investments, and all things pertaining thereto, at such — 
time and in such mode as said governing body shall direct. 


[Act of May 15, 1894. ] 


80. Any presbytery may incorporate.—1. Any pres- 
bytery of the Presbyterian church of the United States of © 
America that is now or may hereafter be incorporated under or 
by virtue of the provisions of the act to which this is a supple- 
ment, which shall desire to avail itself of the provisions of any — 
other act or acts relating to or providing for the incorporation 
of presbyteries in this State, may do so by a resolution of the - 
board of trustees of such presbytery. 


81. Proceedings for incorporation.—2. The presi-— 
dent of such board of trustees shall make a certificate of 
such resolution and of the change or changes in organization 


> 


New JERSEY. 321 


or powers intended thereby to be accomplished, and of the 
act or acts of the provisions whereof it is intended to take ad- 
vantage, which said certificate, under the hand of said presi- 
dent and sealed with the seal of said presbytery, shall be re- 
corded in the office of the secretary of state of this State, for 
which he shall be entitled to receive the sum of one dollar,* a 
copy of which said certificate, duly certified under the hand and 
official seal of said secretary of state, shall be reccived in evi- 
dence in any of the courts of this State. 


[Act of Mar. 30, 1892, being a supplement to Act of 
Apl. 9, 1875.] 

82. Election of trustees for State denominational 
organizations.—1. When the societies or congregations be- 
longing to any one denomination or classification, incorpo- 
rated or having a right to become incorporated, under the act to 
which this is a supplement or any of the supplements thereto, 
have formed or shall form a general organization for this State, 
in which all of the societies or congregations of that denomina- 
tion or classification are represented or are entitled to represen- 
tation, it shall be lawful for such State organization or the 
executive committee thereof to elect any number of its mem- 
bers as trustees, and such trustees when so elected may take 
upon themselves a name and certify the same under their hands 
and seals, as provided in the act to which this is a supplement, 
and transmit such certificate to the secretary of state, whose 
duty it shall be to record the same, for which he shall be en- 
titled to receive two dollars. 


83. Such denominational trustees to become a body 
corporate.—z. Such trustees and their successors shall by 
such name thereupon become a body corporate, with all the 
powers and privileges provided in the act to which this is a 
supplement and the supplements thereto, and that it shall be the 
duty of such state organization or the executive committee 
thereof to cause notice of all elections of trustees to be given 
personally to all the members of such state organization or 
executive committee or mailed to them at their post-office 
addresses, if resident in this State, at least ten days before such 
election, unless such notice shall be waived. 


84. Power to hold and use property.—3. Such body 
corporate shall have power to purchase, hold, mortgage and 
convey real and personal property and erect buildings thereon 


*See No. 24, p. 302. 


322 RELIGIOUS CORPORATIONS. 


for purposes of business, recreation or resort, which property 
and buildings shall be for the use of the members of such soci- — 
eties or congregations and others, subject to such regulations 
as shall be adopted by such corporation and approved by such 
State organization or executive committee. 


[Act of Mar. 23, 1883. ] 


FORMATION OF RELIGIOUS CORPORATIONS BY MEMBERS OF 
SOCIETIES OR CONFRATERNITIES OF CLERGYMEN. 


85. How incorporated.—1. It shall be lawful for any 
church or congregation which has been or may be established 
by a branch of any society or confraternity of clergymen in 
this State, to be incorporated under and by virtue of the pro- 
visions hereinafter stated; the pastor of such church or con- 
gregation for the time being, and four of the clergymen resident 
in the house or parsonage connected with such church or con- 
gregation, and members of the society or confraternity by 
which the church or congregation about to be incorporated 
has been established, who shall be elected by a majority of 
the clergymen resident as aforesaid, may sign a certificate 
setting forth the name by which they and their successors 
shall be known and distinguished as a body corporate, and 
transmit the said certificate to the clerk of the court of common 
pleas of the county in which such church or congregation may 
be located, whose duty it shall be forthwith to file and record the 
same, for which he shall be entitled to receive one dollar,* and 
thereupon such church or congregation shall be a body corpo- 
rate by the name or title so taken, certified and recorded. 


86. Who to be trustees.—2. The persons so signing 
said certificate shall be the trustees of such corporation, and 
they and their successors shall by such name of incorporation 
be able and capable to acquire, purchase, receive, have and 
hold any lands, tenements, hereditaments, legacies, donations, 
moneys, goods and chattels in trust for the use of such church 
or congregation to an amount not exceeding three thousand 
dollars a year, exclusive of the church edifices, school-houses 
and parsonages, and the lands whereon the same are or may be 
erected, and burying plots, and the same or any part thereof to 
sell, grant, assign, demise, alien and dispose of; to sue and be ~ 
sued, plead and be impleaded in any court of law or equity; to 
make and use a common seal, and the same to alter and renew 
at their pleasure. 

*See No. 24, p. 302. 


a eg 


New JERSEY. 323 


87. Succession of trustees.—3. In order to perpetu- 
ate a line of succession in the trustees of every such church or 
congregation, the successor in office for the time being of 
such pastor shall, by virtue of his office, be the trustee of such 
church or congregation in place of his predecessor; and the 
office of either of the trustees shall become vacant by his 
removal out of the limits of such church or congregation; and 
whenever the office of any such trustee, except the pastor, 
shall become vacant by death, removal, resignation or other- 
wise, his successor shall be chosen in the manner herein pro- 
vided for the selection of the original members of such board 
of trustees. 


88. Election and duties of president.—4. Such cor- 
poration may elect annually, or oftener if necessary or expe- 
dient, one of their own members to be president, who shall 
keep the minutes and enter the orders and proceedings of the 
corporation in a book to be kept for that purpose; shall have 
the custody of the common seal, and the papers, documents, 
deeds, writings and books of or relating to such corporation, 
and who is hereby authorized and empowered to convene such 
corporation as occasion may require. 


89. Majority validates acts, etc.—5. The proceed- 
ings, orders and acts of a majority of all the members of such 
corporation, but not of a less number, shall be valid and effec- 
tual in law. 


90. How revived.—6. If any corporation created under 
or by virtue of the provisions of this act shall be dissolved 
by failure to continue the succession of the trustees thereof, 
it may be revived and the church or congregation incorpo- 
rated under this act, in the mode herein prescribed, at any 
time within six years from the date of such dissolution; and 
thereupon all the property, real and personal, belonging to 
such dissolved corporation at the time of its dissolution shall 
vest in such new corporation. 


PARTICULAR DENOMINATIONS. 
91. The provisions for particular denominations are as 
follows : 
Baptist Churches; Act of April 9, 1875, sections 48-57; 
Act of February 23, 1883; Act of March 23, 1883; Act of 
March 6, 1886; Act of April 21, 1890; Act of May 1, 1894. 


324 RELIGIOUS CORPORATIONS, 


Christian Reformed Churches; Act of March 11, 1892. 

Evangelical Lutheran Churches; Act of April 9, 1875, © 
section 26; Act of April 25, 1884. 

Society of Friends; Act of April 9, 1875, sections 60-64. 

German Reformed Churches; Act of April 9, 1875, section 
25. 

Jews; Act of April 9, 1875, section 9; Act of March 31, 
1890. 

Presbyterian Churches; see No. 53, p. 315, and all other 
statutes printed. 

Protestant Episcopal Churches; Act of April 9, 1875, sec- 
tions 27-38; Act of March 8, 1877; Act of March 9g, 1877; Act 
of February 10, 1880; Act of March 22, 1883; Act of April 1, 
1887; Act of April 4, 1891; Act of May 22, 1894. 

Reformed Dutch Churches; Act of April 9, 1875, sections 
13-24. 

; Ronee Catholic Churches; Act of April 9, 1875, sections 
39-45. 

True Reformed Dutch Churches; Act of March 11, 1892. 

Special provisions are also made for Sunday-schools and 
Young Men’s Christian Associations. 


NEW MEXICO. 


FEDERAL LAWS AFFECTING ALL TERRITORIES. 
1. See for the Revised Statutes of the U. S., 1891, under 
Arizona, p. 5. 
COMPILED LAWS, 1884. 
[With Amendments to 1894.] 
TITLE V. CoRPORATIONS. 
Cuap. I. For GreNnEeRAL PurRposEs.* 


2. Purposes. Extent of application.—192. Corpora- 
tions for mining, manufacturing, or industrial or other lawful 
pursuits, . . . . or for colleges, seminaries, churches, libraries, 
or any benevolent, charitable, or scientific associations, may be 
formed according to the provisions of this act, such corporation 
and the members thereof being subject to all the conditions and 
liabilities herein imposed, and to no others. 

All corporations authorized by section 192 of said act created 
prior to this passage to this amendment shall be entitled to the 
privileges of this act from and after the date of its passage. t 


3. Articles to be filed. Certificate.—193. Any three 
or more persons, who may desire to form a company for any 
one or more of the purposes specified in the preceding section, 
may make, sign, and acknowledge before the secretary of the 
Territory, or some officer competent to make the acknowledg- 
ment of deeds, and file in the office of the secretary of the 
Territory a statement in writing, for the filing of which said 
certificate the secretary shall receive a fee of five dollars, in 
which shall be set forth the full names of such persons, the cor- 
porate name of the company, the objects for which the com- 
pany shall be formed, the time of its existence, not to exceed 
fifty years, and the number of directors and their names, who 
shall manage the concerns of the company for the first three 
months, and the name of the city or town and the county in which 
the principal place of business of the company is to be located. 


*The omitted sections relate solely to stock companies. 
t See No. 24, p. 330, for an amendment by addition. 


(325) 


326 RELIGIOUS CORPORATIONS. 


A copy of said certificate, duly certified by the secretary of the 
Territory, shall be filed in the office of the probate clerk in the 
county where the principal place of business of the corporation 
is located. The secretary of the Territory, upon the payment 
of fees authorized by law, shall furnish any person interested 
as many certified copies as he may require. 


4. Certificate to be evidence.—194. A copy of any 
certificate of incorporation filed in pursuance of this act, and 
certified by the secretary of the Territory, shall be received in 
all the courts and places as presumptive evidence of the facts 
therein. 


5. Certificate incorporates. Powers.—195. When 
the certificate shall have been filed, the persons who shall have 
signed and acknowledged the same, their associates and succes- 
sors, shall be a body politic and corporate in fact and in name, 
by the name stated in the certificate, and by their corporate 
name have succession for the period limited; and power: 

1. To sue and be sued in any court. 

2. To make and use a common seal, and alter the same at 
pleasure. 

3. To purchase, hold, sell, mortgage, and convey such real 
and personal estate as the purposes of the corporation shall re- 
quire. 

4. To appoint such officers, agents, and servants as the 
business of the corporation shall require, to define their power, 
prescribe their duties, and fix their compensation. 

5. To require of them such security as may be thought 
proper for the fulfillment of their duties, and to remove them 
at will, except that no director shall be removed from office 
unless by a vote of two-thirds of the whole number of directors. 

6. To make by-laws not inconsistent with the laws of this 
Territory, for the organization of the company, the manage- 
ment of its property, the regulation of its affairs, the transfer 
of its stock, and for carrying on all kinds of business within 
the objects and purposes of the company. 


6. Corporate powers vested in directors. Qualifi- 
cations. Elections.—196. ‘The corporate powers of the cor- 
poration shall be exercised by a board of not less than three 
directors, and a majority of them citizens of the United States, 
and at least one-third of whom shall be residents of the Terri- 
tory of New Mexico, and who shall, after the expiration of the 


New Mexico. 327 


term of the directors first elected, be annually elected by the 
stockholders at such time and place, and upon such notice, and 
in such mode, as shall be directed by the by-laws of the com- 
pany; but all elections shall be by ballot. When any vacancy 
shall happen among the directors by death, resignation, or 
otherwise, it shall be filled for the remainder of the year in 
such manner as may be provided by the laws of the company. 


7. Failure to elect directors, how provided for.— 
197. If it should happen, at any time, that an election of 
directors shall not be made on the day designated by the by- 
laws of the company, the corporation shall not for that reason 
be dissolved, but it shall be lawful on any other day to hold an 
election for directors in such manner as shall be provided for 
by the by-laws of the company; and all acts of directors shall 
be valid and binding upon the company until their successors 
shall be elected. 


8. Majority decides.—198. A majority of the whole 
number of directors shall form a board for the transaction of 
business, and every decision of a majority of the persons duly 
assembled as a board, shall be valid as a corporate act. 


9. First meeting, how held.—i99. The first meeting 
of the directors shall be called by a notice signed by one or 
more of the persons named directors in the certificate, setting 
forth the time and place of the meeting, which notice shall be 
either delivered personally to each director, or published at 
least ten days in some newspaper of the county in which is the 
principal place of business of the corporation, or if no news- 
paper be published in the county, then by posting up legible 
notices in six of the most public places in said county for the 
period before named. 


10. Directors to be trustees upon dissolution.—z21o. 
Upon the dissolution of any corporation formed under this act, 
the directors at the time of dissolution shall be directors of the 
creditors and stockholders of the corporation dissolved, and 
shall have full power to sue for and recover the debts and 
property of the corporation by the name of the directors of 
such corporation, collect and pay the outstanding debts, settle 
its affairs, and divide amongst the stockholders the money and 
other property that shall remain after the payment of the debts 
and necessary expenses. 


ll. Dissolution, how secured.—z11. Any corporation 


328 RELIGIOUS CORPORATIONS, 


formed under this act may dissolve and disincorporate itself, — 


by presenting to the probate or county judge of the county in 
which the meetings of the directors are usually held, a peti- 
tion to that effect, accompanied by a certificate of its proper 
officers, and setting forth that at a general or special meeting 
of the stockholders called for that purpose, it was decided by a 
vote of two-thirds of all the stockholders, to disincorporate and 
dissolve the corporation ; notice of application shall then be 
given by the clerk, which notice shall set forth the nature 
of the application, and shall specify the time and place at 
which it is to be heard, and shall be published as provided in 
section 201.* At the time and place appointed, or at any other 
to which it may be postponed by the judge, he shall proceed to 
consider the application, and if satisfied that the corporation 
has taken the necessary preliminary steps, and obtained the 
necessary vote to dissolve itself, and that all claims against the 
corporation are discharged, he shall enter an order declaring it 
dissolved. 


12. Act applicable to all corporations.—213. All cor- 
porations heretofore formed by virtue of any law of the Terri- 
tory of New Mexico, shall comply with and conform to ‘the 
provisions of this act, so far as the same shall be applicable and 
shall not interfere with any vested right. 


13. Corporations cannot have same name or pur- 
pose.—214. Whenever any persons shall have formed them- 
selves into an incorporation according to the provisions of this 
act, it shall not be lawful for any other persons to become in- 
corporated under the same name or designation, nor for the 
same immediate purpose. This last provision shall not apply 
to mining, mechanical or manufacturing operations. 


14. Fees.—217. The secretary of this Territory shall be 
entitled to receive for recording articles of association the same 
fees mentioned in the act to which this is an amendment. ¢ 


15. Suits.—221. Suits may be instituted and prosecuted 
by and against any corporation formed or organized under this 
act in the same manner and in like cases as natural persons. 


ENce OTe tae ts Notice of each assessment... . shall be published once a week, for 
at least four weeks, in some newspaper published at the place designated as the prin- 
cipal place of business of the corporation, or, if none be published there, then by post- 
ing such notice for that period in at least six of the most public places in the county 
in which said principal place of business of the corporation is located.” See also No. 9, 
Pp. 327. 

+Ten dollars. See also No. 21, Pp. 329; Nos. 27 and 28, p. 331. 


New Mexico. 329 


16. Articles to be evidence.—2z22. The certified copy 
of any articles of incorporation and changes thereof, together 
with all endorsements thereon, under the great seal of the Ter- 
titory of New Mexico, shall be taken and received in all courts 
and places as prima facte evidence of the facts therein stated. 


17. Dissolution does not take away liabilities.—225. 
The dissolution for any cause whatever of corporations created 
as aforesaid, shall not take away or impair any remedy given 
against such corporations, its stockholders or officers for any 
liabilities incurred previous to its dissolution. 


Cuap. II. For Specrat Purposes. 


18. How incorporated.—237. Any five or more per- 
sons, a majority of whom shall be citizens of the United States 
and residents of New Mexico, may organize a corporation for 
religious, benevolent, charitable, scientific or literary purposes, 
or for the establishment of colleges, academies, seminaries, 
churches or libraries, in the following manner: They may 
make and sign a certificate setting forth the name of the pro- 
posed corporation, its objects, location and term of its exist- 
ence. Such certificate shall be acknowledged by at least five 
of its signers before a commissioner of deeds or notary public 
within the Territory, and shall be filed in the office of the sec- 
retary of the Territory. 


19. Certificate incorporates.—238. Upon such filing, 
the persons named in such certificate shall become and be a 
body politic and corporate by the name stated in said certificate, 
and for the term of existence therein specified. 


20. Powers.—239. Such corporation shall have power to 
sue and be sued, to have and use a corporate seal, to take such 
teai and personal property as is necessary or proper for the fur- 
therance of its objects and not in excess of the amount limited 
by law, by purchase, gift, devise or bequest, and use or occupy 
the same, and to make such by-laws as to its membership, per- 
petuation and government as it shall deem proper. 


21. By-laws invalid if not filed—z40. A copy of the 
by-laws of each of such corporations shall be filed in the office 
of the secretary of the Territory, and all amendments to such 
by-laws shall likewise be so filed, and no by-law shall be valid 


330 RELIGIOUS CORPORATIONS, 


until filed as aforesaid. For each filing of a certificate or by- 
laws the secretary shall receive one dollar. 


22. Real estate, how sold or mortgaged.—z241. No 
real estate belonging to any such corporation shall be sold or 
mortgaged, except by consent of a judge of the supreme court, 
which consent shall be founded on evidence showing the pro- 
priety of such sale or mortgage, and such evidence may be 
taken by a master or referee, if so decided by the judges. 


DEFECTS OF ARTICLES. 


(Act of Feb. 22, 1889.) 


23. How amended.—The directors of any corporation 
organized under any general or special act for the formation of 
corporations, in whose original certificate of incorporation any 
informality may exist by reason of any omission of any matter 
required to be therein stated, or any mistake therein made, are 
hereby authorized to make and file an amended certificate of 
incorporation to conform to the general act, or to correctly ex- 
press the intention of the parties thereto, and, upon the making 
and filing of such amended certificate, the said corporation 
shall, for all purposes, be deemed and taken to be a cor- 
poration from the time of the filing of the original certificate. 
Said amended certificate shall be executed and filed in the same 
manner as the original certificate. 


APPLICATION OF INCORPORATION LAw.: 
(Act of Feb. 25, 1889.) 


24. Future corporations.—:. The provisions of law 
contained in ‘‘ Title 5, Corporations, Chap. 1,” being sections 
192 to 232 inclusive, of the Compiled Laws of 1884 are hereby 
amended by adding to section 192, thereof, the following, to 
wit: Corporations for any or all of the purposes above speci- 
fied, or intended, or for any purposes for which corporations 
are or shall hereafter be authorized by any general incorpora- 
tion law or laws of this Territory, may be created and organ- 
ized in conformity with the provisions of law compiled in this 
title and chapter from section 192 to section 232, both inclu- 
sive, and shall be authorized and empowered to exercise the 
franchises and enjoy the benefits conferred and granted thereby, 


New Mexico. 331 


and to acquire, mortgage and dispose of property, and transact 
business in any place or jurisdiction within or without the 
United States of America. 


25. Prior corporations.—z. All corporations heretofore 
created under and by virtue of the provisions of law compiled 
as the said chapter and contained in the said sections of the said 
compiled laws are hereby vested with the franchises, authority 
and powers conferred by the preceding section upon future cor- 
porations. 


EXTENSION OF CORPORATE LIFE. 
(Act of Feb. 26, 1889.) 


96. How extended.—1. All corporations heretofore 
organized under the laws of the Territory of New Mexico may 
at any time before the expiration of the period of their exist- 
ence provided by the articles of incorporation, file in the office 
of the secretary of the Territory a certificate signed by the 
president and secretary of the corporation declaring that by 
resolution of the board of directors passed at any regular or 
special meeting, the corporate existence should be extended for 
such a period not exceeding fifty (50) years as shall be men- 
tioned in said resolution. 


27. Certificate to be filed with secretary.— 2. It 
shall be the duty of the secretary of the Territory to file said 
certificate in his office, along with the original articles of incor- 
poration and deliver to said corporation a certified copy thereof, 
for which filing and copy he shall receive the sum of three 
dollars. 


28. Certificate to be filed with court.—3. A copy 
of said certificate duly certified by the secretary of the Ter- 
ritory, shall be filed in the office of the probate clerk in the 
county where the principal place of business of the corporation 
is located. 


29. Certificate to be evidence.—4. All corporations 
complying with the provisions of this act are hereby declared 
to be continued for the period mentioned in such resolution 
and certificate, and a copy of any such certificate filed in 


ie 


332 RELIGIOUS CORPORATIONS. 


pursuance of this act and certified by the secretary of the 
ritory shall be received in all the courts and places as presump- 
tive evidence of the facts therein. { 


CuurcH REcoRDs, ? 
(Act of Feb, 10, 1891.) 


30. When to be received as evidence.—1. Hereafter . 
all church records purporting to show the date of birth and 4 
baptism, marriage or death of any person shall be received as” 
prima facie evidence of such facts so shown thereby, in all 
courts of this Territory; Provided, That such records shall be, © 
first, more than thirty years old; second, shall come from 
proper re and third, shall be examined and inspected by y 


alteration or fraud of any kind; and Provided further, That 
evidence shall be admitted and allowed in rebuttal thereof. __ 


NEW YORK. 


CONSTITUTION. Article I. 
[In effect, Jan. 1, 1895.] 


1. No preference to any religion.—3. The free exer- 
cise and enjoyment of religious profession and worship, with- 
out discrimination or preference, shall forever be allowed in 
this State to all mankind; and no person shall be rendered in- 
competent to be a witness on account of his opinions on matters 
of religious belief; but the liberty of conscience hereby secured 
shall not be so construed as to excuse acts of licentiousness, or 
justify practices inconsistent with the peace or safety of the 


State.* 
ARTICLE VIII. 


2. Corporations to be formed under general laws.— 
Corporations may be formed under general laws; but shall not 
be created by special act, except for municipal purposes, and 
in cases where, in the judgment of the Legislature, the objects 
of the corporation cannot be attained under general laws. All 
general laws and special acts passed pursuant to this section 
may be altered from time to time or repealed. 


3. No State grants to be given or loaned.—9. Neither 
the credit nor the money of the State shall be given or loaned 


to or in aid of any association, corporation or private under- 
taking. 


STATUTES. 


Tue GENERAL CoRPORATION LAw. 


[Being Chap. 563 of the laws of 1890, as amended by 
Chap. 687 of the laws of 1892. ] 


4. Classification of corporations.—2z. A non-stock 
corporation shall be either— 
1, A religious corporation; or 


* Also found in R. S., Chap. iv, Part i, Sec. 9. 
(333) 


334 RELIGIOUS CORPORATIONS. 


2. A membership corporation. 

A reference in a general law to a class of corporations 
described in accordance with this classification shall include all 
corporations theretofore formed belonging to such class. 


5. Definitions.—3. A pomESTIC CORPORATION is a corpo- 
ration incorporated by or under the laws of the State or colony 
of New York. Every corporation, which is not a domestic 
corporation, is a foreign corporation. 

The term, DIRECTORS, when used in relation to corporations, 
shall include trustees or other persons, by whatever name 
known, duly appointed or designated to manage the affairs of 
the corporation. 

The term, CERTIFICATE of incorporation, shall include arti- 
cles of association or any other written instruments required 
by law to be filed, to effect the incorporation of a corporation, 
including a certified copy of an original certificate of incorpo- 
ration filed for such purpose in pursuance of law. 

The term, MEMBER of a corporation, shall include every 
person having a right to vote at a meeting of the corporation 
for the election of directors, other than a person having a 
tight to vote only upon a proxy. 

The term, orrice of acorporation, meansits principal office 
within the State, or principal place of business within the State 
if it has no principal office therein. The office of a stock cor- 
poration shall be in the county, town or city in which its busi- 
ness is principally carried on. 

The term, BuSINEss of a corporation, when used with refer- 
ence to a non-stock corporation, includes the operations for the 
conduct of which it is incorporated. 


6. Qualification of incorporators.—4. A certificate of 
incorporation must be executed by natural persons, who must 
be of full age, and at least two-thirds of them must be citizens 
of the United States, and a majority of them residents of this 
State. This section shall not apply to a corporation formed by 
the reincorporation or consolidation of existing corporations, or 
to the reorganization of a corporation upon the sale of the 
property and franchises of a previously existing corporation or 
otherwise. 


7. Filing and recording certificates of incorporation. 
—s. Every certificate of incorporation and amended or sup- 
plemental certificate hereafter executed, except of a relig- 


New York. 335 


ious,* cemetery, monied, municipal or fire department corpora- 
tion, shall be filed in the office of the secretary of State, and 
shall be by him duly recorded and indexed in books specially 
provided therefor. 


8. Corporations of the same name prohibited.—6. 
No certificate of incorporation of a proposed corporation hav- 
ing the same name as an existing domestic corporation, or a 
name so nearly resembling it as to be calculated to deceive, 
shall be filed or recorded in any office for the purpose of effect- 
ing its incorporation. 

A corporation formed by the reincorporation, reorganiza- 
tion, or consolidation of other corporations, or upon the sale of 
the property or franchises of a corporation, may have the same 
name as the corporation, or one of the corporations to whose 
franchises it has succeeded. 


9. Amended and supplemental certificates.—7. If in 
the original or amended certificate of incorporation of any cor- 
poration, or if in a supplemental certificate of any corporation 
any informality exist, or if any such certificate contain any 
matter not authorized by law to be stated therein, or if the 
proof or acknowledgment thereof shall be defective, the cor- 
porators or directors of the corporation may make and file an 
amended certificate correcting such informality or defect, or 
striking out such unauthorized matter; and the certificate 
amended shall be deemed to be amended accordingly as of the 
date such amended certificate was filed, and upon the filing of 
such an amended certificate of incorporation, the corporation 
shall then for all purposes be deemed to be a corporation from 
the time of filing the original certificate. 

The supreme court may, upon due cause shown and proof 
made, and upon notice to the attorney-general, and to such 
other persons as the court may direct, and upon such terms 
and conditions as it may impose, amend any certificate of incor- 
poration which fails to express the true object and purpose 
of the corporation, so as to truly set forth such object and pur- 
pose. 

When an amended or supplemental certificate is filed, an 
entry shall be made upon the margin of the index and record 
of the original certificate of the date and place of record of 
every such amended certificate. 

The amendment of a certificate under this section shall be 


*See No. 33, p. 343- 
26 


336 RELIGIOUS CORPORATIONS. 


without prejudice to any pending action or proceeding, or to 
any rights previously accrued. A 


10. Lost or destroyed certificates.—8. If either of the 
certificates of incorporation shall be lost or destroyed after 
filing, a certified copy of the other certificate may be filed in 
the place of the one so lost or destroyed and as of the date of © 
the original filing, and such certified copy shall have the same 
force and effect as the original certificate had when filed. 


ll. Certificates and other papers as evidence.—9. The 
certificate of incorporation of any corporation, duly filed, shall 
be presumptive evidence of its incorporation, and any amended 
certificate or other paper duly filed relating to the incorporation — 
of any corporation, or its existence or management, and con- | 
taining facts required by law to be stated therein, shall be pre-— 
sumptive evidence of the existence of such facts. 4 


12. Prohibition of other than statutory powers.—1o. 
No corporation shall possess or exercise any corporate powers 
not expressly given by law or not necessary to the exercise of 
the powers so given. 


13. Grant of general powers. Election by-laws.— 
r1. Every corporation as such has power, though not specified 
in the law under which it is incorporated: 

1. To have succession for the period specified in its certifi- 
cate of incorporation or by law, and perpetually when no period 
is specified. 

2. To have a common seal, and alter the same at plez 


to hold and to dispose of such property as the purposes of the 
corporation shall require, subject to such limitations as may be 
prescribed by law. E { 
4. To appoint such officers and agents as its business 
require, and to fix their compensation, and 
5. To make by-laws, not inconsistent with any ex 


affairs, and tne transfer of its stock, if it has any.... 
laws duly adopted at a meeting of the members of a corpora- 
tion shall control the action of its directors.* 

No by-law regulating the election of directors or officer 
shail be valid unless published for at least two weeks in a news- 


*See No. 24, p. 327. 


New York. 337 


paper in the county where the election is to be held, and at 
least thirty days before such election. 


14. Limitations of amount of property of a non- 
stock corporation.—iz. A corporation not having capital 
stock may take and hold property not exceeding in value three 
million dollars, or the yearly income derived from which shall 
not exceed five hundred thousand dollars, notwithstanding the 
provisions of any general or special act heretofore passed or 
certificate of incorporation affecting such corporation. 

In computing the value of such property, no increase in 
value arising otherwise than from improvements made thereon 
shall be taken into account. 


15. Acquisition of additional real property.— 13. 
When any corporation shall have sold or conveyed any part of 
its real property, the supreme court may, notwithstanding 
any restriction of a general or special law, authorize it to pur- 
chase and hold from time to time other real property, upon 
satisfactory proof that the value of the property so purchased 
does not exceed the value of the property so sold and conveyed 
within the three years next preceding the application. 


16. Qualification of members as voters.*—20. At 
every election of directors and meeting of the members of any 
corporation, every member who isnot . .. . disqualified by the 
by-laws, shall be entitled to one vote, if a non-stock corporation, 
. . . . No member of a corporation shall sell his vote or issue 
a proxy to any person for any sum of money or anything of 
value. The books and papers containing the record of mem- 
bership of the corporation shall be produced at any meeting of 
its members upon the request of any member. If the right to 
vote at any such meeting shall be challenged, the inspectors 
of election, or other persons presiding thereat, shall require 
such books, if they can be had, to be produced as evidence of 
the right of the person challenged to vote at such meeting, 
and all persons who may appear from such books to be mem- 
bers of the corporation may vote at such meeting in person or 
by proxy, subject to the provisions of this chapter. 


17. Proxies.—21. Every member of a corporation, ex- 
cept a religious corporation, entitled to vote at any meeting 
thereof, may so vote by proxy. .... 

*See No. 53, D. 354, 


338 RELIGIOUS CORPORATIONS, 


18. Challenges.—22. Every member of a corporation 
offering to vote at any election or meeting of the corporation, 
shall, if required by an inspector of election or other officer 
presiding at such election or meeting, or by any other member ~ 
present, take and subscribe the following oath: 

‘*T do solemnly swear that in voting at this election I have © 
not, either directly, indirectly or impliedly, received any prom- 
ise or any sum of money, or anything of value to influence the © 
giving of my vote or votes at this meeting or as a consideration — 
therefor.” 


19. Effect of failure to elect directors.—23. If the 
directors shall not be elected on the day designated in the by- 
laws, or by-law, the corporation shall not for that reason be — 
dissolved; but every director shall continue to hold his office 
and discharge his duties until his successor has been elected. . 


20. Mode of calling special election of directors.— 
24. If the election has not been held on the day so designated, — 
the directors shall forthwith call a meeting of the members of — 
the corporation for the purpose of electing directors, of which © 
meeting notice shall be given in the same manner as of the 
annual meeting for the election of directors. uch meeting — 


shall not be so called within one month, or, i , shall result — 
in a failure to elect directors, any membe corporation © 


may call a meeting for the purpose of electing directors by — 
publishing a notice of the time and place of holding such meet- 
ing at least once in each week for two successive weeks imme- 
diately preceding the election, in a newspaper published in the 
county where the election is to be held and in such other 
manner as may be prescribed in the by-laws for the publication — 
of notice of the annual meeting, and by serving upon each 
member, either personally or by mail, directed to him at his 
last known post-office address, a copy of such notice at least 
two weeks before the meeting. 1 


21. Mode of conducting special elections of directors. — 
—25. Such meeting shall be held at the office of the corpora- 
tion, or if it has none, at the place in this State where its 
principal business has been transacted, or if access to such 
office or place is denied or cannot be had, at some other place 
in the city, village or town where such office or place is or was 
located. At such meeting the members attending shall consti- 
tute a quorum. They may elect inspectors of election and 


New York. 339 


directors and adopt by-laws providing for future annual meet- 
ings and election of directors, if the corporation has no such 
by-laws, and transact any other business which may be trans- 
acted at an annual meeting of the members of the corporation. 


22. Qualification of voters and canvass of votes at 
special elections.—26. In the absence at such meeting of the 
books of the corporation showing who are members thereof, 
each person, before voting, shall present his sworn statement 
setting forth that he is a member of the corporation. .... 
On filing such statement, he may vote as a member of the 
corporation; . . . . The inspectors shall return and file such 
statements, with a certificate of the result of the election, veri- 
fied by them, in the office of the clerk of the county in which 
such election is held, and the persons so elected shall be the 
directors of the corporation. 


23. Powers of supreme court respecting elections.— 
27. The supreme court shall, upon the application of any per- 
son or corporation aggrieved by or complaining of any election 
of any corporation or any proceeding, act or matter touching 
the same, upon notice thereof to the adverse party, or to those 
to be affected thereby, forthwith and in a summary way, hear 
the affidavits, proofs and allegations of the parties, or otherwise 
inquire into the matters or causes of complaint, and establish 
the election or order a new election, or make such order and 
give such relief as right and justice may require. 


24. Quorum of directors and powers of majority.* 
—29. The affairs of every corporation shall be managed by 
its board of directors at least two of whom shall be residents of 
this State. Unless otherwise provided by law a majority of the 
board of directors of a corporation at a meeting duly assembled 
shall be necessary to constitute a quorum for the transaction of 
business, and the act of a majority of the directors present at a 
meeting at which a quorum is present shall be the act of the 
board of directors. Subject to the by-laws,+ if any, adopted by 
the members of a corporation, the directors may make neces- 
sary by-laws of the corporation. 


25. Directors as trustees in case of dissolution.—3o. 
Upon the dissolution of any corporation, its directors, unless 
other persons shall be appointed by the Legislature, or by some 

#See No. 56, p. 356. tSee No. 13, p. 336. 


340 RELIGIOUS CORPORATIONS. 


court of competent jurisdiction, shall be the trustees of its 
creditors, stockholders or members, and shall have full power 
to settle its affairs, collect and pay outstanding debts, and 
divide among the persons entitled thereto the money and other 
property remaining after payment of debts and necessary ex- 
penses. 

Such trustees shall have authority to sue for and recover 
the debts and property of the corporation, by their name as 
such trustees, and shall jointly and severally be personally 
liable to its creditors, stockholders or members, to the extent 
of its property and effects that shall come into its hands. 


26. Forfeiture for non-user.—31. If any corporation, 
except a railroad, turnpike, plank road or bridge corporation, 
shall not organize and commence the transaction of its busi- 
ness or undertake the discharge of its corporate duties within 
two years from the date of its incorporation, its corporate 
powers shall cease. 


27. Extension of corporate existence.—32. Any do- 
mestic corporation, at any time within three years before the 
expiration thereof, may extend the term of its existence beyond 
the time specified in its original certificate of incorporation, or 
by-law, or in any certificate of extension of corporate exist- 
ence, . . . . if not a stock corporation, by the consent of 
two-thirds of its members, in and by a certificate signed and 
acknowledged by them and filed in the offices in which the 
original certificates of its incorporation were filed, if at all, 
and, if not, then in the offices where certificates of incorpora- 
tion are now required by law to. be filed, and the officers with 
whom the same may be filed shall thereupon record them in 
the books kept in their respective offices for the record of such 
certificates, and make a memorandum of such record in the 
margin of the original certificate in such book, if any, and 
thereupon the time of existence of such corporation shall be 
extended, as designated in such certificate, for a term not ex- 
ceeding the term for which it was incorporated in the first 
ims tanteey ita hha 


Every corporation extending its corporate existence under 
this chapter or under any general law of the State shall there- 
after be subject to the provisions of this chapter and of such 
general law, notwithstanding any special provisions in its char- 
ter, and shall thereafter be deemed to be incorporated under 


New York. 341 


the general laws of the State relating to the incorporation of a 
corporation for the purpose of carrying on the business in 
which it is engaged, and shall be subject to the provisions of 
such laws. 


28. Conflicting corporate laws.—33. If in any cor- 
porate law there is or shall be any provision in conflict with 
any provisions of this chapter . . . . the provisions so con- 
flicting shall prevail, and the provision of this chapter with 
which it conflicts shall not apply in such acase. If in any such 
law there is or shall be a provision relating toa matter em- 
braced in this chapter, but not in conflict with it, such provis- 
ion in such other law shall be deemed to be in addition to 
the provision in this chapter... . relating to the subject- 
matter, and both provisions shall, in such case, be applicable. 


Tue Rericious Corporations Law. 
[Chap. xlii of the General Laws.* In effect, Oct. 1, 1895.] 


29. General Contents: Art. I. Provisions applicable to 
religious corporations generally. (§§ 1-18.) 

Art. II. Special provisions for the incorporation and gov- 
ernment of Protestant Episcopal parishes or churches. (§§ 30- 
36. )t 

Art. III. Special provisions for the incorporation and gov- 
ernment of Roman Catholic and Greek churches. (§§ 50, 51.)* 

Art. IV. Special provisions for the incorporation and gov- 
ernment of Reformed Dutch, Reformed Presbyterian and 
Evangelical Lutheran churches. (§§ 60—-66.)f 

Art. V. Special provisions for the incorporation and gov- 
ernment of churches of other denominations. (§§ 80-93.) 

Art. VI. Special provisions for the incorporation and gov- 
ernment of two or more unincorporated churches as a union 
church. (§§ 100, ror.) 

Art. VII. Laws repealed; when to take effect. (§§ 110, 111.) 


*Ch. 723, Laws, 1895. + Not printed, tSee p. 372. 


342 RELIGIOUS CORPORATIONS. 


ARTICLE J. 


Provisions APPLICABLE TO RELIGIOUS CORPORATIONS 
GENERALLY. 


30. Contents, Article I: 1. Short title. 

2. Definitions. 

3. Filing and recording certificates of incorporation of 
religious corporations. 

4. Property of unincorporated society transferred by its 
incorporation. 

5. General powers and duties of trustees of religious cor- 
porations. 

6. Acquisition of property by religious corporations for 
branch institutions; management thereof. 

7. Acquisition of property by religious corporations for 
cemetery purposes; management thereof. 

8. Removal of human remains from one cemetery of a 
religious corporation to another cemetery owned by it.* 

9. Acquisition of property by two or more religious cor- 
porations for a common parsonage. 

to. Correction and confirmation of conveyances to relig- 
ious corporations. 

11. Sale, mortgage and lease of real: property of religious 
corporations. 

12. Consolidation of incorporated churches. 

13. Judicial investigation of amount of property of relig- 
ious corporations. 

14. Corporations with governing authority over churches. 

15. Property of extinct churches. 

16. Corporations for organizing and maintaining mission 
churches and Sunday-schools. 

17. Corporations for acquiring parsonages for presiding 
elders and camp-meeting grounds.* 

18, Application of this chapter to churches created by 
special laws. 


31. Short title.—1. This chapter shall be known as the 
religious corporations law. 


32. Definitions.—2. A religious corporation is a cor- 
poration created for religious purposes. 
An incorporated church is a religious corporation created 


* Not printed in this volume. 


New York. 343 


to enable its members to meet for divine worship or other re- 
ligious observances. 

An unincorporated church is a congregation, society, or 
other assemblage of persons who are accustomed to statedly 
meet for divine worship or other religious observances, without 
having been incorporated for that purpose. 

The term minister, includes a clergyman, pastor, rector, 
priest, rabbi, or other person having authority from, or in 
accordance with, the rules and regulations of the governing 
ecclesiastical body of the denomination or order, if any, to 
which the church belongs, or otherwise from the church, to 
preside over and direct the spiritual affairs of the church. 


33. Filing and recording certificates of incorpora- 
tion of religious corporations.—3. The certificate of incor- 
poration of a religious corporation shall be filed and recorded 
in the office of the clerk of the county in which its principal 
office or place of worship is, or is intended to be situated. If 
there is not, or is not intended to be, any such office or place of 
worship, the certificate shall be filed and recorded in the office 
of the secretary of state. 


34. Property of unincorporated society transferred 
by its incorporation.—4. All the temporalities and property 
of an unincorporated church, or of any unincorporated religious 
society, body, association or congregation, shall, on the incor- 
poration thereof, become the temporalities and property of 
such corporation, whether such temporalities or property be 
given, granted or devised directly to such unincorporated 
church, society, body, association or congregation, or to any 
other person for the use or benefit thereof. 


35. General powers and duties of trustees of relig- 
ious corporations.—s5. The trustees of every religious cor- 
poration shall have the custody and control of all the temporal- 
ities and property belonging to the corporation and of the 
Tevenues therefrom, and shall administer the same in accord- 
ance with the discipline, rules and usages of the religious 
denomination or ecclesiastical governing body, if any, with 
which the corporation is connected, and with the provisions of 
law relating thereto, for the support and maintenance of the 
corporation or of some religious, charitable, benevolent, or 
educational object conducted by it, or in connection with it, or 
with such denomination, and they shall not use such property 


344 RELIGIOUS CORPORATIONS. 


or revenues for any other purpose or divert the same from such 
uses. By-laws duly adopted at a meeting of the members of 
the corporation shall control the action of its trustees. 

But this section does not give to the trustees of an incor- 
porated church any control over the calling, settlement, dis- — 
missal or removal of its minister, or the fixing of his salary; or 
any power to fix or change the times, nature or order of the 
public or social worship of such church, except when they are 
also the spiritual officers of such church. 


36. Acquisition of property by religious corpora-— 
tions for branch institutions; management thereof.—é. 
Any religious corporation may acquire property for associate- 
houses, church buildings, chapels, mission-houses, school-houses — 
for Sunday or parochial schools, or dispensaries of medicine for 
the poor, or property for the residence of its ministers, teachers” 
or employés. The persons attending public worship in any 
such associate-house, mission-house, church building or chapel 
connected therewith, shall not, by reason thereof, have any 
tights as members of the parent corporation. The persons 
statedly worshiping in any such house, mission-house, church 
building or chapel, may with the consent of the trustees of 
such corporation, become separately incorporated as a church, 
and the parent corporation may, in pursuance of the provisions » 
of law regulating the disposition of real property by religious © 
corporations, rent or convey to the new corporation with or 
without consideration, any such associate-house, church build- 
ing, chapel, mission-house, school-house or dispensary and the 
lot connected therewith, subject to such regulations as the trus- 
tees of the parent corporation may make. . 


37. Acquisition of property by religious corpora- 
tions for cemetery purposes; management thereof.—7.* 
A religious corporation may take and hold, by purchase, ‘grant, 

gift or devise, real property for the purposes of a cemetery; or 
such lot or lots in any cemetery connected with it, as may be 
conveyed or devised to it, with or without provisions ima 
interments therein to particular persons or classes of persons; 
and may take and hold any property granted, given, devised or 
bequeathed to it in trust to apply the same or the income or 
proceeds thereof, under the direction of the trustees of the cor- 
poration, for the improvement or embellishment of such ceme- 


*The provisions for removal of remains from cemeteries contained in Section 8 are 
not printed in this volume. 


New York. 345 


tery or any lot therein, including the erection, repair, preserva- 
tion or removal of tombs, monuments, gravestones, fences, 
railings or other erections, or the planting or cultivation of 
trees, shrubs, plants, or flowers in or around any such cemetery 
or cemetery lots. 

A religious corporation may erect upon any property held 
by it for cemetery purposes, a suitable building for religious 
services for the burial of the dead, or for the use of the keepers 
or other persons employed in connection therewith, and may 
sell and convey lots in such cemetery for burial purposes, sub- 
ject to such conditions and restrictions as may be imposed by 
the instrument by which the same was acquired, or by the rules 
and regulations adopted by such corporation. Every such 
conveyance of a lot or plat for burial purposes, signed, sealed 
and acknowledged in the same manner as a deed to be recorded, 
‘may be recorded in like manner and with like effect as a deed 
of real property. 


38. Acquisition of property by two or more relig- 
ious corporations for a common parsonage.—9. Two or 
more religious corporations may acquire such real property 
as may be necessary for use as a parsonage, and the right, title 
and interest of each corporation therein shall be in proportion 
to its contribution to the cost of such property. The trustees 
of each corporation shall, from time to time, appoint one of 
their number to be a trustee of such common parsonage prop- 
erty, to hold office during the pleasure of the appointing trus- 
tees or until his successor be appointed. The trustees so 
appointed shall have the care and management of such prop- 
erty and may make such improvements thereupon as they deem 
necessary, and determine the proportion of the expense of the 
maintenance thereof which each corporation shall bear. If at 
any time either of such corporations acquires or desires to 
acquire for its own exclusive use as a parsonage other real 
property, it may, in pursuance of the provisions of law, rela- 
ting to the disposition of real property by religious corpora- 
tions, sell and convey its interest in such common parsonage 
property to any one or more of the other corporations having 
an interest therein. 


39. Correction and confirmation of conveyances to 
religious corporations.—1o. If, in a conveyance of real 
property, or in any instrument intended to operate as such, 


346 RELIGIOUS CORPORATIONS. 


heretofore or hereafter made to a religious corporation, its cor. 
porate name is not stated or is not correctly stated, but such 
conveyance or instrument indicates the intention of the grantor 
therein to convey such property to such corporation, and such 
corporation has entered into possession and occupation of such 
property, any officer of the corporation authorized so to do by 
its trustees, may file in the office of the clerk of the county 
where such property is situated, a statement, signed and veri- 
fied by him, setting forth the date of such conveyance or 
instrument, the date of record and the number and page of the 
book of record thereof, the name of the grantor, a description 
of the property conveyed or intended to be conveyed, the name 
of the grantee as expressed in such conveyance or instrument, 
the correct name of such corporation, the fact of authorization 
by the trustees of the corporation to make and file such state- 
ment, and that the grantors in such conveyance or instrument 
intended thereby to convey such property to such corpora- 
tion as he verily believes, with the reasons for such belief. 
Such statement shall be recorded with the records of deeds in 
such office, and indexed as a deed from the grantee as named 
in such instrument or in such conveyance to such corporation, 
The clerk shall note the filing and recording of such statement 
on the margin of the record of such conveyance, and for his 
services, shall be entitled to receive the fees allowed for record- 
ing deeds. Such statement so filed and recorded shall be pre- 
sumptive evidence that such matters therein stated are true, 
and that such corporation was the grantee in the original instru- 
ment or conveyance. 

All conveyances heretofore made, or by any instrument 
intended to be made, to a religious corporation of real property 
appropriated to the use of such corporation, or entitled to be so 
appropriated, are hereby confirmed and declared valid and 
effectual, notwithstanding any defect in the form of the convey- 
ance or the description of the grantee therein, but this section 
shall not affect any suit or proceeding pending on the thirty- 
first day of January, eighteen hundred and seventy-one. 


40. Sale, mortgage and lease of real property of 
religious corporations.—11. A religious corporation shail 
not sell or mortgage any of its real property without applying 
to and obtaining leave of the court therefor. 

The trustees of an incorporated Protestant Episcopal 
church shall not vote upon any resolution or proposition for the 


4 
\ 
7 

& 
e 
; 
% 


New York. 347 


sale, mortgage or lease, of its real property, unless the rector 
of such church, if it then has a rector, shall be present. 

The trustees of an incorporated Roman Catholic church 
shall not make application to the court for leave to mortgage, 
lease or sell any of its real property without the consent of the 
archbishop or bishop of the diocese to which such church 
belongs, or in case of their absence or inability to act, with- 
out the consent of the vicar-general or administrator of such 
diocese. 

The petition of the trustees of an incorporated Protestant 
Episcopal church or Roman Catholic church shall, in addition 
to the matters required by the Civil Code to be set forth therein, 
set forth that this section has also been complied with. 

But lots, plats or burial permits in a cemetery owned by a 
teligious corporation may be sold without applying for or 
obtaining leave of the court. 

No cemetery lands of a religious corporation shall be mort- 
gaged while used for cemetery purposes. 


41. Consolidation of incorporated churches.—1z. 
Two or more incorporated churches may enter into an agree- 
ment under their respective corporate seals for the consolida- 
tion of such corporations, setting forth the name of the pro- 
posed new corporation, the denomination, if any, to which it is 
to belong, and if the churches of such denomination have more 
than one method of choosing trustees, by which of such methods 
the trustees are to be chosen, the number thereof, the names of 
the persons to be the first trustees of the new corporation, and 
the date of its annual corporate meetings. Such agreemen 
shall not be valid unless approved by the governing body of 
the denomination, if any, to which each church belongs, hav- 
ing jurisdiction over such church. Each corporation shall 
make a separate petition to the supreme court for an order con- 
solidating the corporations, setting forth the denomination, if 
any, to which the church belongs, that the consent to the con- 
solidation of the governing body, if any, of that denomination 
has been obtained, the agreement therefor and a statement of 
all the property and liabilities and the amount and sources of 
the annual income of such petitioning corporations. The court 
may direct that notice of the hearing of such petition be given 
to parties interested therein in such manner and for such time 
asit may prescribe. After hearing all parties interested, present 
and desiring to be heard, the court may make an order for the 


348 RELIGIOUS CORPORATIONS, 


consolidation of the corporations on the terms of such agreement 
and such other terms and conditions as it may prescribe, speci- — 
fying the name of such corporation and the first trustees 
thereof, and the method by which their successors shall be 
chosen. When such order is made and duly entered, the per- 
sons theretofore constituting such corporations shall become an 
incorporated church by the ndme designated in the order, and 
the trustees therein named shall be the first trustees thereof, 
and the future trustees thereof, shall be chosen by the method 
therein designated. All the rights and powers which belonged 
to each of the corporations so consolidated, shall be vested in 
such new corporation, which shall be liable for all debts and © 
liabilities of the former corporations. A copy of such order 
shall be recorded in the book for recording certificates of incor- 
poration in each county clerk’s office in which the certificate of ~ 
incorporation of each consolidating church was recorded; or if — 
no such certificate was so recorded, then in the clerk’s office of 
the county in which the principal place of worship or principal 
office of the new corporation is, or is intended to be situated. 


42. Judicial investigation of amount of property of 
religious corporations.—13. The supreme court at a special 
term, held in the judicial district in which the principal place 
of worship or of holding corporate meetings of a religious cor- 
poration is situated, may require such corporation to make and © 
file an inventory of its property, verified by its trustees or a 
majority of them, on the written application of the attorney- 
general, stating that, from his knowledge, or on information 
and belief, the value of the property held by such corporation 
exceeds the amount authorized by law. On presentation of 
such application, the court shall order that a notice of at least — 
eight days, together with a copy of the application, be served — 
upon the trustees of the corporation, requiring them to show 
cause at a time and place therein specified why they should not © 
make and file such inventory and account. If, on the hearing 
of such application, no good cause is shown to the contrary, — 
the court may make an order requiring such inventory or 
account to be filed, and may also proceed to take and state the 
amount of property held by the corporation, and may appoint — 
a referee for that purpose; and when such account is taken and 
stated, after hearing all the parties appearing on the applica- 
tion, the court may enter an order determining the amount of — 
property so held by the corporation and its annual income, 


i 


New York. 349 


from which order an appeal may be taken by any party 
aggrieved as from a judgment of the supreme court in an 
action tried therein before a court without a jury. No corpo- 
ration shall be required to make and file more than one inven- 
tory and account in any one year, or to make a second account 
and inventory while proceedings are pending for the statement 
of an account under this section. 


43. Corporations with governing authority over 
churches.— 14. An unincorporated diocesan convention, 
presbytery, classis, synod, annual conference, or other eccle- 
siastical governing body having jurisdiction over several 
churches, may at a stated meeting thereof, determine to be- 
come incorporated by a designated name, and may by a plural- 
ity vote, elect not less than three nor more than nine persons 
to be the first trustees of such corporation. The presiding 
officer and clerk of such governing body shall execute and 
acknowledge a certificate stating that such proceedings were 
duly taken as herein provided, the name by which such cor- 
poration is to be known, and the names of such first trustees. 
On filing such certificate the members of such governing body 
and their successors shall be a corporation by the name stated 
in the certificate, and the persons named as trustees therein 
shall be the first trustees thereof. 

The trustees of every incorporated governing body and 
their successors shall hold their offices during the pleasure of 
such body, which may remove them and fill vacancies in ac- 
cordance with its rules and regulations. Such corporation may 
take, administer and dispose of property for the benefit of 
such governing body, or of any parish, congregation, society, 
church, mission, religious, benevolent, charitable or educa- 
tional institution existing or acting under it. 


44. Property of extinct churches.—15. Such incor- 
porated governing body may decide that a church, parish or 
society in connection with it or over which it has ecclesiastical 
jurisdiction, has become extinct, if it has failed for two con- 
secutive years next prior thereto to maintain religious services 
according to the discipline, customs and usages of such govern- 
ing body, or has had less than thirteen resident attending 
members paying annual pew rent or making annual contribu- 
tion towards its support, and may take possession of the tem- 
poralities and property belonging to such church, parish or 


350 RELIGIOUS CORPORATIONS, 


religious society, and manage; or may, in pursuance of the 
provisions of law relating to the disposition of real property 
by religious corporations, sell or dispose of the same and apply 
the proceeds thereof to any of the purposes to which the 
property of such governing religious body is devoted, and it 
shall not divert such property to any other object. 


45. Corporations for organizing and maintaining 
mission churches and Sunday-schools.—16. Ten or more 
members of two or more incorporated churches may become 
a corporation for the purpose of organizing and maintaining 
mission churches and Sunday-schools in the vicinity of such 
incorporated churches and of acquiring property therefor, by 
executing, acknowledging and filing a certificate stating the 
name of such corporation, the city in which it is to be located; 
the names of the churches; the members of which are to be 
admitted to membership therein; the number of trustees to 
manage its affairs, which shall be three, six or nine, and the 
names of the trustees for the first year of its existence. When- 
ever a mission church established by such corporation becomes 
self-sustaining, such mission church may become incorporated 
and shall be governed in pursuance of the laws for the incor- 
poration and government of a church of the religious denomi- 
nation to which such mission church belongs, and thereon such 
parent corporation may convey to such incorporated church the 
property connected therewith. 


46. Application of this chapter to churches created 
by special laws.—18. If a church be incorporated by special 
law, it and its trustees shall have, in addition to the powers 
conferred on it by such law, all the powers and privileges con- 
ferred on incorporated churches and the trustees thereof respec- 
tively by the provisions of this article, and also all the powers 
and privileges conferred by this chapter on churches of the 
same denomination or of the like character, and on the trustees 
thereof respectively. 

ARTICLE V.* 


SPECIAL PROVISIONS FOR THE INCORPORATION OF CHURCHES OF 
OTHER DENOMINATIONS. 


47. Contents, Article V. 
80. Application of this article. 


* Articles II, III and IV deal with particular denominations, such as the Roman 
Catholic, 


New York. 351 


81. Notice of meeting for incorporation. 

82. The meeting for incorporation. 

83. The certificate of incorporation. 

84. Time, place and notice of corporate meetings. 

85. Organization and conduct of corporate meetings ; 
qualifications of voters thereat. 

86. Changing date of annual corporate meetings. 

87. Changing number of trustees. 

88. Meetings of trustees. 

89. The creation and filling of vacancies among trustees of 
such churches. 

go. Control of trustees by corporate meetings of such 
churches; salaries of ministers. 

g1. Trustees of a church in connection with the United 
Brethren in Christ.* 

92. Trusts for Shakers and Friends.* 

93. Conveyance of trust property of Friends.* 


48. Application of this article.—80. This article is 
not applicable to a Protestant Episcopal church, a Roman 
Catholic church, or to a Christian Orthodox Catholic church 
of the Eastern Confession. No provision of this article is 
applicable to a Reformed church in America, a true Reformed 
Dutch church in the United States of America, a Reformed 
Presbyterian church or to an Evangelical Lutheran church, 
except as declared to be so applicable by the next preceding 
article of this chapter. 

This article is applicable to churches of all other denomi- 
nations. 


49. Notice of meeting for incorporation.—81. Notice 
of a meeting for the purpose of incorporating an unincorpo- 
rated church, to which this article is applicable, shall be given 
as follows : 

The notice shall be in writing, and shall state, in substance, 
that a meeting of such unincorporated church will be held at 
its usual place of worship at a specified day and hour, for the 
purpose of incorporating such church and electing trustees 
thereof. 

The notice must be signed by at least six persons of full 
age, who are then members in good and regular standing of 
such church by admission into full communion or membership 


* Not printed in this volume, 
27 


352 RELIGIOUS CORPORATIONS. 


therewith, in accordance with the rules and regulations of such 
church, and of the governing ecclesiastical body of the denom- 
ination or order, if any, to which the church belongs, or who 
have statedly worshiped with such church and have regularly 
contributed to the financial support thereof during the year 
next prior thereto, or from the time of the formation thereof. 

A copy of such notice shall be posted conspicuously on 
the outside of the main entrance to such place of worship, at 
least fifteen days before the day so specified for such meeting, 
and shall be publicly read at each of the two next preceding 
regular meetings of such unincorporated church for public 
worship, at least one week apart, at morning service, if such 
service be held, on Sunday, if Sunday be the day for such reg- 
ular meetings, by the first named of the following persons who 
is present thereat, to wit: The minister of such church, the 
officiating minister thereof, the elders thereof in the order of, 
their age beginning with the oldest, the deacons of the church 
in the order of their age beginning with the oldest, any person 
qualified to sign such notice. 


50. The meeting for incorporation.—82. At the meet- 
ing for incorporation held in pursuance of such notice, the fol- 
lowing persons, and no others, shall be qualified voters, to wit: 
All persons of full age, who are then members, in good and 
regular standing of such church by admission into full commu- 
nion or membership therewith, in accordance with the rule 
and regulations thereof, and of the governing ecclesiastical 
body, if any, of the denomination or order, to which the church 
belongs, or who have statedly worshiped with such church and 
have regularly contributed to the financial support thereof dur- 
ing the year next preceding such meeting, or from the time 0 
the formation thereof. 

The presence of a majority of such qualified voters, at 
least six in number; shall be necessary to constitute a quorum 
of such meeting. The action of the meeting upon any matter 
or question shall be decided by a majority of the qualified 
voters voting thereon, a quorum being present. 

The first named of the following persons, who is present 
at such meeting shall preside thereat, to wit: the minister of 
the church, the officiating minister thereof, the elders thereo: 
in the order of their age, beginning with the oldest, the deacons 
thereof in the order of their age, beginning with the oldest, 
any qualified voter elected to preside. The presiding officer of 


New York, 353 


the meeting shall receive the votes, be the judge of the quali- 
fications of voters and declare the result of the votes cast on 
any matter. The polls of the meeting shall remain open for 
one hour, and longer, in the discretion of the presiding officer, 
or if required, by a majority of the voters present. 

Such meeting shall decide whether such unincorporated 
church shall become incorporated. If such decision shall be 
in favor of incorporation such meeting shall decide upon the 
name of the proposed corporation, the number of the trustees 
thereof, which shall be three, six or nine, and shall determine 
the date, not more than fifteen months thereafter, on which 
the first annual election of the trustees thereof after such 
meeting shall be held. Such meeting shall elect from the per- 
sons qualified to vote at such meeting, one-third of the number 
of trustees so decided on who shall hold office until the first 
annual election of trustees thereafter, one-third: of such num- 
ber of trustees to hold office until the second annual election 
of trustees thereafter, and one-third of such number of trus- 
tees to hold office until the third annual election of trustees 
thereafter. 


51. The certificate of incorporation.—83. The presid- 
ing officer of such meeting and at least two other persons 
present and voting thereat, shall execute and acknowledge a 
certificate of incorporation, setting forth the matters so deter- 
mined at such meeting, the trustees elected thereat and the 
terms of office for which they were respectively elected and 
the county, town, city or village in which its principal place of 
worship is or is intended to be located. On filing such certifi- 
cate the members of such church and the persons qualified to 
vote at such meeting and who shall thereafter, from time to 
time, be qualified voters, at the corporate meetings thereof, 
shall be a corporation by the name stated in such certificate, 
and the persons therein stated to be elected trustees of such 
church shall be the trustees thereof, for the terms for which 
they were respectively so elected. 


52. Time, place and notice of corporate meetings. 
—84. The annual corporate meeting of every incorporated 
church to which this article is applicable, shall be held at the 
time and place fixed by or in pursuance of law therefor, if such 
time and place be so fixed, and otherwise, at a time and place 
to be fixed by its trustees. A special corporate meeting of any 


354 RELIGIOUS CORPORATIONS. 


such church may be called by the board of trustees thereof, on 
its own motion or on the written request of at least ten quali- 
fied voters of such church. ‘The trustees shall cause notice of 
the time and place of its annual corporate meeting, therein 
specifying the names of any trustees, whose successors are to 
be elected thereat, and, if a special meeting, specifying the 
business to be transacted thereat, to be given at a regular 
meeting of the church for public worship, at morning service, 
if such service be held, on each of the two successive Sundays 
next preceding such meeting, if Sunday be the regular day for 
such public worship, and public worship be had thereon, or 
otherwise at a regular meeting of such church for public wor- 
ship on each of two days, at least one week apart, next preced- 
ing such meeting, or if no such public worship be held during 
such period, by conspicuously posting such notice, in writing, 
upon the outer entrance to the principal place of worship of 
such church. Such notice shall be given by the minister of 
the church, if there be one, or if not, by the officiating minis- 
ter thereof, if there be one, or if not, or if any such minister 
refuse to give such notice, by any officer of such church. But 
a special corporate meeting of an incorporated Presbyterian 
church, to elect a pastor of such church or to take action in 
reference to the dissolution of the relations of the pastor and 
the church, may be called only by the session of such church. 
They may call such meeting whenever they deem it advisable 
to do so, or upon the request to them, by petition, of a majority 
of the qualified voters of such corporation, they must call 
such meeting. They shall give notice of such meeting in 
either case, in the manner in this section provided in a notice 
of a special meeting. 


53. Organization and conduct of corporate meet- 
ings; qualifications of voters thereat.—85. At a corpo- 
tate meeting of an incorporated church to which this article is 
applicable, the following persons, and no others, shall be qual- 
ified voters, to wit: All persons of full age, who are then mem- 
bers in good and regular standing of such church by admission 
into full communion or membership therewith, in accordance 
with the rules and regulations thereof, and of the governing 
ecclesiastical body, if any, of the denomination or order to 
which the church belongs, or who have been stated attendants 
on divine worship in such church and have regularly contrib- 
uted to the financial support thereof during the year next pre- 


Wew York. 355 


ceding such meeting; except that at a corporate meeting of 
any Methodist Episcopal church in the city of Brooklyn, only 
persons who shall have then been members thereof for at least 
one year prior thereto shall be qualified voters ; and any incor- 
porated church in connection with the Congregational denomi- 
nation may at any annual corporate meeting thereof, if notice 
of the intention so to do has been given with the notice of 
such meeting, determine that thereafter only members of such 
church shall be qualified voters at corporate meetings thereof. 

The presence at such meeting of at least six persons qual- 
ified to vote thereat shall be necessary to constitute a quorum. 
The action of the meeting upon any matter or question shall be 
decided by a majority of the qualified voters voting thereon, a 
quorum being present. 

The first named of the following persons who is present at 
such meeting, shall preside thereat, to wit: The minister of 
such church, the officiating minister thereof; the officers thereof 
in the order of their age beginning with the oldest, any quali- 
fied voters elected therefor at the meeting. The presiding 
officer of the meeting shall receive the votes, be the judge of 
the qualifications of voters and declare the result of the votes 
cast on any matter. The polls of an annual corporate meeting 
shall continue open for one hour, and longer in the discretion 
of the presiding officer, or if required, by a majority of the 
qualified voters present. 

At each annual corporate meeting, successors to those 
trustees whose terms of office then expire, shall be elected 
from the qualified voters by ballot, for a term of three years 
thereafter. 


54. Changing date of annual corporate meetings.— 
86. Anannual corporate meeting of an incorporated church 
to which this article is applicable, may change the date of its 
annual meeting thereafter. If such date shall next thereafter 
occur less than six months after the annual meeting at which 
such change is made, the next annual meeting shall be held 
one year from such next recurring date. For the purpose of 
determining the terms of office of trustees, the time between 
the annual meeting at which such change is made and the next 
annual meeting thereafter shall be reckoned as one year. 


55. Changing number of trustees.—87. An _ incor- 
porated church to which this article is applicable, may, at an 
annual corporate meeting, change the number of its trustees to 


356 RELIGIOUS CORPORATIONS, 


three, six or nine, or classify them so that the terms of one- 
third expire each year. No such change shall affect the terms 
of the trustees then in office, and if the change reduces the 
number of trustees, it shall not take effect until the number of 
trustees whose terms of office continue for one or more years 
after an annual election, is less than the number determined 
upon. Whenever the number of trustees so holding over is 
less than the number so determined on, trustees shall be elected 
in addition to those so holding over, sufficient to make the 
number of trustees for the ensuing year equal to the number so 
determined on. The trustees so elected up to and including 
one-third of the number so determined on, shall be elected for 
three years, the remainder up to and including one-third of the 
number so determined on for two years and the remainder for 
one year. 


56. Meetings of trustees.—88. Two of the trustees of 
an incorporated church, to which this article is applicable, may 
call a meeting of such trustees, by giving at least twenty-four 
hours’ notice thereof personally or by mail to the other trus- 
tees. A majority of the trustees lawfully convened shall con- 
stitute a quorum for the transaction of business. In case of a 
tie vote at a meeting of the trustees, the presiding officer of 
such meeting shall, notwithstanding he has voted once, have 
an additional casting vote. 


57. The creation and filling of vacancies among 
trustees of such churches.—89. If any trustee of an in- 
corporated church to which this article is applicable, declines 
to act, resigns or dies, or having been a member of such 
church, ceases to be such member, or not having been a mem- 
ber of such church, ceases to be a qualified voter at a corporate 
meeting thereof, his office shall be vacant, and such vacancy 
may be filled by the remaining trustees until the next annual 
corporate meeting of such church, at which meeting the 
vacancy shall be filled for the unexpired term. 


58. Control of trustees by corporate meetings of 
such churches. Salaries of ministers.—90. A corporate 
meeting of an incorporated church, whose trustees are elective 
as such, may give directions, not inconsistent with law, as to 
the manner in which any of the temporal affairs of the church 
shall be administered by the trustees thereof; and such direc- 
tions shall be followed by the trustees. The trustees of an in- 


New York. 357 


corporated church to which this article is applicable, shall have 
no power to settle or remove or fix the salary of the minister, 
or without the consent of a corporate meeting, to incur debts 
beyond what is necessary for the care of the property of the 
corporation; or to fix or change the time, nature or order of the 
_ public or social worship of such church, except when such trus- 
tees are also the spiritual officers of such church. 


ARTICLE VI. 


SPECIAL PROVISIONS FOR THE INCORPORATION AND GOVERN- 
MENT OF Two OR More UNINCORPORATED CHURCHES 
AS A UNION CHURCH. 


59. Contents, Article VI. 
too. Joint meeting for the purposes of incorporation. 
1or. Government of incorporated union churches. 


60. Joint meeting for the purposes of incorporation. 
—100o. Two or more unincorporated churches, which sepa- 
tately agree on a plan of union and determine to meet together 
for the purpose of being incorporated as a union church, may 
be incorporated as a union church in pursuance of the provi- 
sions of the next preceding article, and thereafter such union 
church shall be governed by the general provisions of such 
article, as near as may be, except as otherwise provided in 
this article. A notice of such joint meeting shall be given to 
the congregation of each church, in pursuance of the provi- 
sions of the next preceding article of this chapter, relating 
to notice of meeting for incorporations in every respect, as if 
it were a notice of a meeting for the separate incorporation of 
such church under such article, except that the notice shall 
State in substance that a joint meeting of such incorporated 
churches, which shall be specified in the notice, will be held 
for the purpose of incorporating such churches as a union 
church, and electing trustees thereof at a time and place speci- 
fied in the notice, which place may be the usual place of wor- 
ship of either of such churches or any other reasonably conve- 
nient place. Such notice must be signed by at least six persons 
from each of such churches who would be authorized to sign 
a notice for the meeting of each church, respectively, for the 
purpose of incorporating it under such article. 

The provisions of the next preceding article of this chapter 
shall be applicable to the organization and conduct of such 


358 RELIGIOUS CORPORATIONS. 


meeting, the matters to be determined upon and the certificate 
of incorporation to be executed and filed accordingly, except 
that the presiding officer of such joint meeting shall be the 
oldest person present at such meeting who would be entitled to 
preside at a meeting of either of such churches singly for the 
purposes of incorporation in pursuance of such article. All 
persons who would be qualified to vote at such meeting of 
either of such churches held singly, shall be qualified voters at 
such joint meeting, and the number of trustees of the union 
church after incorporation, to be selected from each such 
church, may be agreed on by such unincorporated churches, 
and the trustees shall be selected by each of such churches 
accordingly. 

The certificate of incorporation shall set forth the plan of 
union agreed on and the number of trustees of the incorporated 
union church to be selected by each unincorporated church. 


61. Government of incorporated union churches.— 
tor. Any union church or society having a common place of 
worship or holding property belonging jointly to the several 
societies composing the same, but the sole right of occupancy 
of which is reserved to each of them in proportion to their 
interest in such property, or the money originally paid therefor 
by each, or in accordance with their plan of union agreed on, 
may, if any one or more of the churches or societies comprising 
such union church or society has ceased to exist, on the request 
of such remaining churches or society, redistribute and divide 
the time of occupancy among such remaining societies in pro- 
portion to their contributions to such property respectively, or 
in accordance with a new plan of union agreed on by them. 
Such redistribution shall be made by the trustees of said union 
church or society on written notice to the societies which it is 
alleged have ceased to exist ; but no such society shall be 
deemed to have ceased to exist unless it has failed or neglected 
for a period of five consecutive years next preceding such 
request for redistribution, to hold meetings and have a clerk or 
secretary, and keep a list or registry of its members, or to have 
preaching, prayer or conference meetings, or other religious 
services in keeping with the usages of the denomination to 
which it belongs. 

Any one of the societies composing a union church or 
society, which shall have built a church edifice in the same vil- 
lage or neighborhood in which it holds its religious services, 


t 
» 


_ shall not thereby lose or forfeit in any way any of its rights or 


ie 


New York. 359 


_ privileges in such union society, and the maintaining of divine 
worship, or contributing to its support in its own building, shall 
be regarded the same as if it held its meetings in the church 
building of such union societies. Any notice for the election 
of trustees of the union society or for any other purpose which 
the law requires to be read or given at the time of divine ser- 
vice, may be read or given in the church edifice so built by any 
one of such societies, if at the time religious services are not 
held in the church edifice of such union society. But such notice 
must be posted on the outer door of such union church edifice 
at least fifteen days before the meeting. If any society com- 
posing any such church union or society has a greater interest 
in the occupancy of the church building than others, unless the 
several churches composing the union church or society have 
agreed otherwise, the number of trustees shall be odd, and the 
trustees shall be elected from such societies in proportion to 
their respective interests in the union, church or society, as 
nearly as may be. Any society composing such union church 
or society, which has built for itself a church edifice and be- 
come incorporated, may sell its interest and right of occupancy 
in such union society, and convey the same, when authorized 
so to do by a two-thirds vote of the voters thereof qualified to 
vote for union trustees, at a special meeting called for that pur- 
pose. The proceeds of such sale shall be used for the benefit 
of its church property. 


ArtTicLe VII. 
Laws REPEALED; WHEN TO TAKE EFFECT. 


62. Contents, Article VIL. 


110. Laws repealed. 
111. When to take effect. 


63. Laws repealed.—110. Of the laws enumerated in 
the schedule hereto annexed, that portion specified in the last 
column is repealed.* 


64. When to take effect.—111. This chapter shall take 
effect October 1, 1895. 


* The Schedule is omitted, because it seems sufficient to note that all laws of a gen- 
eral nature, from the Act of 1813 down to 18o4, affecting religious corporations, have 
been repealed, excepting those which are hereinafter printed. None of the special laws 
affecting single religious corporations appear to have been repealed. 


360 RELIGIOUS CoRPORATIONS. 


BENEVOLENT, CHARITABLE, SCIENTIFIC, MIssIONARY AND 
RELIGIOUS KNOWLEDGE SOCIETIES. 


[Laws 1848, Chap. 319. | 


65. How incorporated, change of name and number 
of members.—r. Any five or more persons of full age, citi- — 
zens of the United States, a majority of whom shall be citizens ~ 
of, and resident within this State, who shall desire to associate 


themselves for benevolent, charitable, literary, historical, scien- 


tific, missionary or mission or Sunday-school purposes, or for © 
the purpose of mutual improvement in religious knowledge, or — 
for the furtherance of religious opinion, or for the purpose of 
promoting and cultivating the fine arts by establishing a gallery — 
or collections of pictures and’ statuary, including other objects 
of the fine arts, and for the purpose of maintaining a library, 
or as a society for the prevention of crime, or for any two or 
more of such objects, may make, sign and acknowledge before © 
any officer authorized to take the acknowledgment of deeds in 
the State, and file in the office of the secretary of state, and ~ 
also in the office of the clerk of the county in which the busi- 
ness of such society is to be conducted, a certificate in writing 
in which shall be stated the name or title by which such society 7 
shall be known in law, the particular business and objects of — 
such society, the number of trustees, directors or managers to 
manage the same, and the names of the trustees, directors or 
managers of such society for the first year of its existence. 
And any corporation organized, or which may hereafter be — 
organized under the provisions of this act, may from time to 
time change the title of the members of their managing ~ 
board, or increase or decrease the number thereof to not less 
than five, on the consent in writing of not less than two-thirds — 
of their number. A certificate of such change, executed as © 
herein above provided for the original certificate, shall be filed — 
with the original certificate; but neither such original certificate _ 
nor such amendment thereof shall be filed unless by the written — 
consent and approbation of one of the justices of the supreme 
court of the district in which the place of business or principal 
office of such company or association shall be located, to be 
endorsed on such certificate; and no written consent or appro- — 
bation shall be given by any justice of the supreme court, for 
the organization and incorporation of any society under this ~ 
act for the care or disposal of any orphan, pauper or destitute 
children except upon the certificate in writing of the State 


New York. 361 


Board of Charities approving of the organization and incorpo- 
ration of such society, which certificate of such State Board of 
Charities shall be filed with the original certificate of such in- 
corporation. (As amended, Laws 1883, Chap. 446.) 


66. Certificate incorporates. Powers. Limit upon 
property and income.—z. Upon filing a certificate as afore- 
said, the persons who shall have signed and acknowledged such 
certificate and their associates and successors shall thereupon, 
by virtue of this act, be a body politic and corporate by the name 
stated in such certificate, and by that name they and their suc- 
cessors shall and may have succession and shall be persons in 
law capable of suing and being sued, and they and their succes- 
sors may have and use a common seal, and the same may alter 
and change at pleasure; and they and their successors, by their 
corporate name, shall, in law, be capable of taking, receiving, 
purchasing and holding real and personal estate, for the pur- 


. poses of their incorporation and for no other purpose, to an 


amount not exceeding in the aggregate the sum of two million 
dollars in value; but the clear annual income of such real and 
personal estate shall not exceed the sum of two hundred thou- 
sand dollars; to make by-laws for the management of its affairs, 
not inconsistent with the constitution and laws of this State, or 
of the United States; to elect and appoint the officers and 
agents of such society, for the management of its business, and 
to allow them a suitable compensation. (As amended, Laws 
1885, chap. 88.) 


67. Election of trustees. Quorum.* Vacancies. 
Restriction upon sales, etc.—3. The society, so incorpo- 
tated, may annually elect, from its members, its trustees, 
directors or managers, at such time and place, and in such 
manner as may be specified in its by-laws, who shall have the 
control and management of the affairs and funds of said society, 
a majority of whom shall be a quorum for the transaction of 
business, if not otherwise provided in the by-laws, except that 
no such purchase, lease or sale of real estate shall be made un- 
less two-thirdst of the whole number are present at the meet- 
ing at which it is ordered; and whenever any vacancy shall 
happen among such trustees, directors or managers, by death, 
resignation, or neglect to serve, such vacancy shall be filled in 


* See No. 104, p. 371. 


+ Three-fourths of the trustees must now apply to the court for an order to lease or 
sell. See Laws 1861, chap. 58, p. 137. 


362 RELIGIOUS CORPORATIONS. 


such manner as shall be provided by the by-laws of such society, ; 
(As amended, Laws 1853, chap. 487.) 


68. Failure to elect trustees does not dissolve.—4. 
In case it shall at any time happen that an election of trustees, 
directors or managers shall not be made on the day designated — 
by the by-laws, said society for that cause shall not be dissolved, 
but it shall and may be lawful on any other day to hold an 
election for trustees, directors or managers, in such manner as — 
may be directed by the by-laws of such society. 


69. Names of existing societies not to be used.—s. 
The provisions ofthis act shall not extend or apply to any asso- 
ciation or individuals, who shall, in the certificate filed with the — 
secretary of state, or with the county clerk, use or specify a 
name or style the same as that of any previously existing in- 
corporated society in this State. (As amended, Laws 1861, 
chap. 239.) 


70. Limitations upon property. Mortmain restric- 
tion.—6. Any corporation formed under this act, shall be 
capable of taking, holding or receiving any property, real or 
personal, by virtue of any devise or bequest contained in any 
last will or testament of any person whatsoever, the clear annual 
income of which devise or bequest shall not exceed the sum of 
ten thousand dollars; provided, no person leaving a wife or 
child or parent, shall devise or bequeath to such institution or 
corporation more than one-fourth of his or her estate, after the 
payment of his or her debts, and such devise or bequest shall 
be valid to the extent of such one-fourth, and no such devise © 
or bequest shall be valid, in any will which shall not have been 
made and executed at least two months before the death of the 
testator. ; 


71. Trustees liable for debts.—7. The trustees of any 
company or corporation organized under the provisions of this 
act, present at any meeting authorizing the contraction of any 
debt, and acquiescing in the passage of any resolution or order 
authorizing the same, shall be jointly and severally liable for — 
any such debt, provided, a suit for the collection of the same 
shall be brought within one year after the debt shall become 
due and payable. (As amended, Laws 1853, chap. 487.) 


72. Visitation by court. Annual inventory of prop- — 
erty.—8. All institutions formed under this act, together 


New York. 363 


with their books and vouchers, shall be subject to the visitation 
and inspection of the justices of the supreme court, or by any 
person or persons who shall be appointed by the supreme court 
for that purpose, and it shall be the duty of the trustees, or a 
Majority of them, in the month of December in each year, to 
make and file in the county clerk’s office where the original 
certificate is filed, a certificate under their hands, stating the 
names of the trustees and officers of such association or corpo- 
ration, with an inventory of the property, effects and liabilities 
thereof, with an affidavit of the truth of such certificate and in- 
ventory, and also an affidavit that such association or corporation 
has not been engaged directly or indirectly, in any other busi- 
ness than such as is set forth in the original certificate on file. 


73. Powers.—9. Every corporation formed under this 
act, shall possess the powers and be subject to the provisions 
and restrictions contained in the third title of the eighteenth 
chapter of the first part of the revised statutes.* (As amended, 
Laws 1849, chap. 273.) 


74. Amendment and repeal.—r1o. The legislature may 
at any time amend, annul or repeal any incorporation formed 
or created under this act. 


75. Trustees, how increased.—11. The number of 
trustees, directors or managers in any corporation which may 
have been heretofore or which may hereafter be organized 
under the said act may be increased as follows: The existing 
trustees of any such corporation, or a majority thereof, shall 
make and sign a certificate declaring how many trustees, direc- 
tors or managers the corporation shall have in the future man- 
agement of its business and stating the names of the new or 
additional trustees, directors or managers, which certificate 
shall be acknowledged or be proved by a subscribing witness, 
and shall be filed in the office of the secretary of state, and 
also in the office of the clerk of the county where the original 
certificate of incorporation was filed; and from and after the 
filing of such certificate, the trustees, directors or managers of 
such corporation shall be deemed increased to the number 
therein stated, and the persons so named shall be trustees 
until a new election of trustees, directors or managers shall be 
had according to said act and the by-laws or regulations of said 
corporation. (As amended, Laws 1875, chap. 452.) 


*The place of this chapter is now taken by the General Corporation Law, See No. 
13, ete., p. 336. 


364 RELIGIOUS CORPORATIONS. 


76. Reincorporation and continuation.—12. The 
trustees, directors or stockholders of any existing benevolent, 
charitable, scientific, or missionary corporation may by conform- — 
ing to the requirements of the first section of the act* hereby 
amended, reincorporate themselves or continue their existing — 
corporate powers for the period limited by the act hereby 
amended, and all the property and effects of such existing cor- 
poration shall vest in and belong to the corporation so reincor- 
porated or continued. (As amended, Laws 1849, chap. 273.) 


77. Extension of corporate life——13. The term of ex- — 
istence of any corporation which may have heretofore been or 
which may hereafter be organized under this act, may be ex- © 
tended in the following manner: The trustees of such corpora- : 
tion, or a majority of them, shall make and sign a certificate 
declaring the term, not exceeding fifty years, for which the 
said corporation is to be continued, which certificate shall be — 
duly acknowledged, and filed in the office of the secretary of 
state, and also a copy thereof in the office of the clerk of the — 
county where the original certificate of incorporation was filed; 
and from and after the filing of such certificate and copy, the 
said corporation shall be deemed continued for the term of 
years therein prescribed. (As amended, Laws 1876, chap. 190.) © 


[Chap. 51, Laws of 1870. ] 


78. Churches, parsonages, etc., included in preced- | 
ing act of 1848.—1. The ‘‘Act for the incorporation of ben- 
evolent, charitable, scientific and missionary purposes,” passed — 
April twelfth, eighteen hundred and forty-eight, shall be 
deemed to authorize the incorporation, of any society for the — 
purpose of establishing and maintaining any educational insti- — 
tution or chapel, or place of Christian worship, or any parson- | 
age, rectory or official residence of any bishop, pastor or min- 
ister of any Christian church or association. 


1 


79. Trustees, perpetuation and management.—z. It 
shall be lawful for the trustees or managers of any society in- 
corporated under the act aforesaid, or under this act, to pro- 
vide in their by-laws for the classification and the mode of per- 
petuating the board of trustees or managers, and filling vacan- 
cies therein, as the same may occur, 


*See No. 65, p. 360. 


New York. 365 


80. Act applicable to all societies.—s5. This act shall 
apply as well as to societies heretofore organized under the 
aforesaid act, as to those which shall be hereafter organized. 


FREE CHURCHES. 
[Laws 1854, Chap. 218, passed Apl. 13.] 


81. How incorporated.—1. Any seven or more persons 
of full age, citizens of the United States, and a majority of 
them being residents of this State, who shall associate them- 
selves for the purpose of founding and continuing one or more 
free churches, may make, sign and acknowledge, before any 
officer authorized to take the acknowledgment of deeds of 
land to be recorded in this State, and may file in the office 
of the secretary of state, and also of the clerk of the county 
in which any such church is to be established, a certificate 
in writing, in which shall be stated the name or title by 
which such society shall be known in the law, the purpose of 
its organization, and the names of seven trustees, of whom not 
less than five shall be persons who are not ministers of the 
gospel or priests of any denomination, to manage the same; 
but such certificate shall not be filed, unless with the written con- 
sent and approbation of a justice of the supreme court of the 
district in which any such church shall be intended to be estab- 
lished, or in the city of New York of a judge of the superior 
court of said city, to be endorsed on such certificate. 


82. Powers. Limitations upon property. Liability 
of trustees.—2. Upon the filing of such certificate, the per- 
sons named therein as trustees, and their successors, being citi- 
zens of the United States, and residents of this State, shall be 
a body politic and corporate, with all the rights, powers and 
duties, and subject to all the restrictions and obligations and 
other provisions, so far as the same may be applicable and con- 
2 sistent with this act, specified and contained in the act* entitled 
; ‘An act for the incorporation of benevolent, charitable, scien- 
tific and missionary societies,” passed April 12, 1848, and the 
act amending the same, passed April 7, 1849, except that the lim- 
itation in the first of the said acts of the value of the real estate 
that may be held by any society in the city or county of New 
York, incorporated under this act, shall not be applicable to 
any church edifice erected or owned by such society, or the lot 
of ground on which the same may be built; and except that 


"* See No. 65, p. 360. 


eS er ae eee 


oa 


~ 
~~. 


366 RELIGIOUS CORPORATIONS. 


the provision in the first of the said acts, in relation to the per- 
sonal liability of the trustees, shall be applicable only to the 
trustees who shall have assented to the creation of any debt.* 


83. Vacancies in boards. Proportion of lay mem- 
bers. 3. Any vacancies occurring in the said board of trus- 
tees shall be supplied by the remaining trustees at any legal 
meeting of the members; but there shall always be at least five 
members of the board who are not ministers of the gospel or 
priests of any denomination. 


84. Pews to be free. Mortgage provisions.—4. The 
seats and pews in every church, building or edifice, owned or 
occupied by any corporation organized under this act, shall be 
forever free for the occupation and use, during public worship, 
of all persons choosing to occupy the same, and conducting 
themselves with propriety, and no rent, charge or exaction 
shall ever be made or demanded for such occupation or use; 
nor shall any real estate belonging to any such corporation be 
sold or mortgaged by the trustees thereof, unless by the direc- 
tion of the supreme court, to be given in the same manner and 
in the like cases as provided by law in relation to religious in- 
corporations. 

[Laws 1854, chap. 50, passed March 8. ] 

85. Supreme court may authorize mortgages.—1. It 
shall be lawful for the supreme court of this State, upon the 
application of any benevolent, charitable, scientific or mission- 
ary society, incorporated by law, in case it shall deem it proper, 
to make an order for the mortgaging of any real estate belong- 
ing to said corporation, and to direct the application of the 


moneys arising therefrom, by the said corporation, to such uses” 


as the same corporation, with the consent and approbation of 
the said court, shall conceive to be most for the interest of the 
society to which the real estate so mortgaged belongs. 


[Laws 1860, chap. 360, passed Apl. 13. ] 

86. Mortmain restrictions.—1. No person having a 
husband, wife, child or parent, shall, by his or her last will and 
testament, devise or bequeath to any benevolent, charitable, 
literary, scientific, religious or missionary society, association or 
corporation, in trust or otherwise, more than one-half part 
of his or her estate, after the payment of his or her debts (and 
such devise or bequest shall be valid to the extent of one-half, 
and no more). 


* See No. 65, p. 360. 


—————— 


7" 


New York. 367 


[Laws 1861, chap. 58, passed March 19. | 


— 


87. Supreme court may authorize sale or lease of 
property.—:. It shall be lawful for the supreme court of this 
State, upon the application of three-fourths of the trustees of 
any benevolent, charitable, scientific, missionary society or 
orphan asylum incorporated by law, in case it shall deem it 
proper, to make an order for the leasing or sale and convey- 
ance of any real estate belonging to such corporation, and to 
direct the application of the moneys arising therefrom by the 
said corporation to such uses as to the said court shall seem 
to be most for the interest of the corporation to which the real 
estate so leased or conveyed belongs. 


[Laws 1872, chap. 104, passed March 12. | 


88. Trustees to receive no emoluments.—1. No trus- 
tee or director of any charitable or benevolent institution, 
organized either under the laws of this State or by virtue of a 
special charter, shall receive, directly or indirectly, any salary 
or emolument from said institution, nor shall any salary or 
compensation whatever be voted or allowed by the trustees or 
directors of any institutions organized for charitable or benev- 
olent purposes, to any trustee or director of said institution for 
services, either as trustee or director, or in any other capacity. 


[Laws of 1882, chap. 290. ] 


89. Supreme court may authorize additional lands. 
—1. Any corporation which shall have sold and conveyed any 
part of its real estate, may, notwithstanding any restriction in 
its charter, purchase, take and hold, from time to time, any 
lands adjacent to those already held by it; provided the supreme 
court shall authorize such purchase, taking and holding upon 
the application of such corporation, and on being satisfied that 
the value of all lands proposed to be so purchased shall not 
exceed that of lands sold and conveyed by the said corporation 
within the three years next preceding such application. 


DIssOLUTION OF RELIGIOUS SOCIETIES, EXCEPTING IN 
New Yorxk County. 


[Laws 1872, chap. 424. ] 


90. How dissolved. Disposition of proceeds.—t. 
Whenever any religious society incorporated by law shall cease 
to act in its corporate capacity and keep up the religious ser- 


368 RELIGIOUS CORPORATIONS. 


vices, it shall be lawful for the supreme court of this State, 
upon the application of a majority of the trustees thereof incor- 
porated by law, except in the city and county of New York, in 
case said court shall deem it proper so to do, to order and 
decree a dissolution of such religious society, and for that pur- 
pose to order and direct a sale and conveyance of any and all 
property belonging to such society; and after providing for the — 
ascertaining and payment of the debts of such society, and the 
necessary costs and expenses of such sale and proceedings for 
dissolution, so far as the proceeds of such sale shall be sufficient 
to pay the same; such court may order and direct any surplus 
of such proceeds remaining after paying such debts, costs, and 
expenses, to be devoted and applied to any such religious, ben- 
evolent, or charitable objects or purposes as the said trustees 
may indicate by their petition, and the said court may approve. 


91. Petition, what to contain.—z. Such application to 
the said court shall be made by petition, duly verified by said 
trustees, which petition shall state the particular reason or 
causes why such sale and dissolution are sought; the situation, - 
condition, and estimated value of the property of said society 
or corporation, and the particular object or purposes to which 
it is proposed to devote any surplus of the proceeds of such 
property; and such petition shall, in all cases, be accompanied 
with proof that notice of the time and place of such intended 
application to said court, has been duly published once in each 
week for at least four weeks successively, next preceding such 
application, in a newspaper published in the county where such 
society is located. 


92. When members may make the application.—3. 
In case there shall be no trustees of such religious society resi- 
ding in the county in which such society is located, such appli- 
cation may be made, and such proceedings taken, by a majority 
of the members of such religious society residing in such 
county. 


PROPERTY OF NON-BUSINESS CORPORATIONS. 
[Laws 1889, Chap. 191, as amended L. 1890, Chap. 553.] 


93. Limitations upon principal and income. Inheri- 
tance tax not applicable.—1. Any religious, educational, 
Bible, missionary, tract, literary, scientific, benevolent or chari- 
table corporation, or corporation organized for the enforcement 


New York. 369 


_ of laws relating to children or animals, or for hospital, infirmary, 
_or other than business purposes, may take and hold, in its own 
right or in trust for any purpose comprised in the objects of its 
incorporation, property not exceeding in value three million dol- 
lars, or the yearly income derived from which shall not exceed 
two hundred and fifty thousand dollars, notwithstanding the pro- 
visions of any special or general act heretofore passed or certifi- 
cate of incorporation affecting such corporations. In comput- 
ing the value of such property no increase in value arising 
otherwise than from improvements made thereon, shall be 
taken into account. The personal estate of such corporations 
shall be exempt from taxation, and the provisions of chapter 
four hundred and eighty-three of the laws of eighteen hundred 
and eighty-five, entitled, ‘‘An act to tax gifts, legacies and col- 
lateral inheritances in certain cases,” and the acts amendatory 
thereof, shall not apply thereto, nor to any gifts to any such 
corporation by grant, bequest or otherwise; Provided, however, 
That this provision shall not apply to any moneyed or stock cor- 
poration deriving an income or profit from the capital or other- 
wise, or to any corporation which has the right to make divi- 
dends or to distribute profits or assets among its members. 


94. Prior acts not affected—z. This act shall not 
affect the right of any such corporation to take and hold prop- 
erty exceeding in value the amount specified in section one of 
this act, provided such right is conferred upon such corporation 
by special statute ; nor affect any statute by which its real 
estate is exempt from taxation. 


GiFTs FOR CHARITABLE PURPOSES. 


[Laws of 1893, Chap. 7o1. ] 


95. Indefiniteness does not invalidate. Legal title, 
where vested.—1. No gift, grant, bequest, or devise to relig- 
ious, educational, charitable, or benevolent uses, which shall, 
in other respects, be valid under the laws of this State, shall be 
deemed invalid by reason of the indefiniteness or uncertainty 
of the persons designated as the beneficiaries thereunder in the 
instrument creating the same. If in the instrument creating 
such a gift, grant, bequest, or devise, there is a trustee named 
to execute the same, the legal title to the lands or property 
given, granted, devised, or bequeathed for such purposes shall 
vest in such trustee. If no person be named as trustee, then 


370 RELIGIOUS CORPORATIONS, 


the title to such lands or property shall vest in the supreme — 
court. 


96. Supreme court to control.—z. The supreme court 
shall have control over gifts, grants, bequests, and devises in 
all cases provided for by section one of this act. The attorney- 
general shall represent the beneficiaries in all such cases, and it 
shall be his duty to enforce such trusts by proper proceedings 
in the court. 


Tue Statutory Construction Law. 
Laws of 1892, Chap. 677. 


[Chap. 1 of the General Laws. ] 


97. Short title; extent of application.—1. This chapter 
shall be known as the statutory construction law, and is applic- 
able to every statute unless its general object or the context of 
the language construed, or other provisions of law indicate that 
a different meaning or application was intended from that re- 
quired to be given by this chapter. 


98. Property.—2. The term property includes real and 
personal property. 


99. Real property.—3. The term real property includes 
real estate, lands, tenements and hereditaments, corporeal and 
incorporeal. 


100. Personal property.—4. The term personal prop- 
erty includes chattels, money, things in action, and all written 
instruments themselves, as distinguished from the rights or in- 
terests to which they relate, by which any right, interest, 
lien or incumbrance in, to or upon property, or any debt or 
financial obligation is created, acknowledged, evidenced, trans- 
ferred, discharged or defeated, wholly or in part, and everything, 
except real property, which may be the subject of ownership. 
The term chattels includes goods and chattels. 


101. Person.—s5. The term person includes a corporation 
and a joint stock association. When used to designate a party 
whose property may be the subject of any offense, the term 
person also includes the State, or any other State, government 
or country which may lawfully own property in the State. 


| 


a a 


a 


New York. 371 


102. Seal_—13. .... A seal of a court, public officer 
or corporation may be impressed directly upon the instrument 
or writing to be sealed, or upon wafer, wax or other adhesive 
substance affixed thereto, or upon paper or other similar sub- 
stance affixed thereto by mucilage or other adhesive sub- 
stance. An instrument or writing duly executed, in the corpo- 
rate name of a corporation, which shall not have adopted a 
corporate seal, by the proper officers of the corporation under 
their private seals, shall be deemed to have been executed 
under the corporate seal. 


103. Board composed of one person.—18. A refer- 
ence to several officers of a municipal corporation holding the 
same office, or to a board of such officers, shall be deemed to 
refer to the single officer holding such office, when but one per- 
son is chosen to fill such office in pursuance of law. 


104. Meeting; quorum;* powers of majority.—19. 
Whenever three or more public officers are given any power or 
authority, or three or more persons are charged with any pub- 
lic duty to be performed or exercised by them jointly or as a 
board or similar body, a majority of all such persons or officers 
at a meeting duly held at a time fixed by law, or by any by-law 
duly adopted by such board or body, or at any duly adjourned 
meeting of such meeting, or at any meeting duly held upon 
reasonable notice to all of them, may perform and exercise such 
power, authority or duty, and if one or more of such persons 
or officers shall have died or have become mentally incapable of 
acting, or shall refuse or neglect to attend any such meeting, a 
majority of the whole number of such persons or officers shall be 
a quorum of such board or body, and a majority of a quorum, if 
not less than a majority of the whole number of such persons 
or officers, may perform and exercise any such power, authority 
or duty. Any such meeting may be adjourned by a less num- 
ber than a quorum. A recital in any order, resolution or other 
record of any proceeding of such a meeting that such a meet- 
ing had been so held or adjourned, or that it had been held 
upon such notice to the members, shall be presumptive evi- 
dence thereof. 


105. Service of notice upon body or board.—zo. 
When a notice is required to be given to a board or body, ser- 


*See Nos. 24, 56, 67, pp. 339, 356 and 36r. 


372 RELIGIOUS CORPORATIONS. 


vice of such notice upon the clerk or chairman thereof shall 
be sufficient. 
PARTICULAR DENOMINATIONS. 


106. The Religious Corporations act of May 23, 1895, 
makes special provision for the following churches: 
Protestant Episcopal, Art. I, Sec. 11; Art. II, Secs. 30-365 
ATES Wi 16: GC: 
Roman Catholic and Greek, Art. I, Sec. 11; Art. III, Secs. | 

50, 52; Art. V, Sec. 8o. . 
Reformed Dutch, Art. IV, Secs. 50-56. ; 
Reformed Presbyterian, Art. IV, Secs. 60-66; Art. V, Sec. — 

84; Supp. 

' Evangelical Lutheran, Art. IV, Secs. 60-66. 
Congregational, Art. I, Sec. 15; Art. V, Sec. 85. 
Baptist, Art. secs 15: 

Christian, Art.) 1, See: 15: 

Methodist Episcopal, Art. I, Sec. 17; Art. V, Sec. 85. 
United Brethren in Christ, Art. V, Sec. 91. 

Shakers, Art. V, Sec. gz. 

Friends, Art: WV, Secs, 92, 93. 

Other Denominations, Art. V, Secs. 80-go. 

Union Churches, Art. VI, Secs. 100, ror. 


IV. SpeciaL PROVISIONS FOR THE INCORPORATION AND Goy-— 
ERNMENT OF REFORMED Durtcu, [AND] REFORMED 
PRESBYTERIAN CHURCHES.* 


107. Decision by a Reformed Dutch or Reformed 
‘Presbyterian church as to system of incorporation 
and government.—6o. The minister or ministers, if there be 
any, and the elders and deacons of an unincorporated church 
in connection with the Reformed Church in America, the true 
Reformed Dutch Church in the United States of America, or 
with the Reformed Presbyterian Church, may determine to 
incorporate such church in pursuance of this article, or to call 
a meeting of such unincorporated church for the purpose of 
deciding whether such church shall be incorporated in pursu- : 
ance of the next article of this chapter, entitled ‘‘ Special pro- 
visions for the incorporation and government of churches of — 
other denominations. ’’+ 


If such ministers, elders and deacons determine to call — 


#Foramendment, 1896, see p. 575. See p. 341. 


New York. 373 


such meeting for such purpose, then such church may be incor- 
porated and shall be governed after its incorporation in pursu- 
ance of: the provisions of the next article* of this chapter, except 
such provisions thereof as are applicable to churches of a single 
denomination only, and except that the notice of the meeting 
for incorporation shall be signed by such ministers, elders, and 
deacons or a majority of them, and no other signatures thereto 
shall be necessary to its validity; and, if it be a Reformed 
Church in America, it shall, after incorporation, be governed 
by such of the provisions of this article as relates to its consis- 
tory and to the choice of its minister. 


108. Incorporation of Reformed Dutch, [and] Re- 
formed Presbyterian churches under this article.—6z. If 
an unincorporated church in connection with the Reformed 
Church in America, the true Reformed Dutch Church in the 
United States of America; the Reformed Presbyterian Church, 
or with the Evangelical Lutheran Church, determine to incor- 


porate in pursuance of this article, the minister or ministers 


and the elders and deacons thereof, shall execute, acknowledge 
and cause to be filed and recorded a certificate in pursuance of 
this article. The deacons of a Presbyterian church may alone 
sign such certificate if authorized so to do by such church. 
Such certificate of incorporation shall state the name of the 
proposed corporation, the county and town, city or village 
where its principal place of worship is or is intended to be 
located, and, if it be an Evangelical Lutheran church, the fact 
that a meeting of such church duly called decided that it be 
incorporated under this article; and if it be signed by the dea- 
cons of a Reformed Presbyterian church, it shall state that they 
were authorized so to do by such church. 

On filing such certificate such church shall be a corporation 
by the name stated therein and the minister or ministers, if 
any, and the elders and deacons of such church shall, by virtue 
of their offices, be the trustees of such corporation, except that 
if it be a Reformed Presbyterian church, the certificate of 
incorporation of which shall have been, in pursuance of law, 
signed by its deacons only, the deacons of such church shall, 
by virtue of their offices, be the trustees of such corporation. 


109. Consistory of a Reformed church in America; 
ministers, how chosen.—63. Any church in connection with 


*See Art. V, p. 350. 


374 RELIGIOUS CORPORATIONS, 


the Reformed Church in America, the choice or election of the 
members of whose consistory is not subject to the ecclesiastical 
rules or jurisdiction of such Reformed Church in America, 
shall, if the consistory so determine, be subject to such rules 
and jurisdiction; and thereafter the choice of the members of 
the consistory shall be in accordance with such rules and prac- 
tices. 

If any such church be incorporated under the next* article 
of this chapter, or if its trustees be elective in pursuance of 
such article, its board of trustees and its consistory shall act 
concurrently in the choice of its minister. 


110. Reformed churches in America, changing sys- 
tem of choosing trustees; minister, how chosen.—64. If 
the ministers, elders and deacons who, at any time, by virtue 
of their offices, constitute the trustees of any Reformed church 
in America, determine that the trustees of such church shall 
thereafter be elective in pursuance of the next article* of this 
chapter, and shall determine whether the number of such trus- 
tees shall be three, six or nine, and the date of the annual cor- 
porate meeting of the church, they may sign, acknowledge and 
cause to be filed and recorded in the office of the clerk of the 
county in which the certificate of incorporation of such church 
is filed or recorded, a certificate of such determinations. 
Thereafter the trustees of such church shall be elective in pur- 
suance of the provisions of the next article* of this chapter, 
relating to the election of trustees of incorporated churches. 
At the next annual corporate meeting after the filing of such 
certificate, one-third of the number of trustees so determined 
on shall be elected to hold office for one year, one-third for two 
years and one-third for three years, and the minister, elders 
and deacons shall cease to be the trustees of such church. At 
each subsequent annual corporate meeting of such church, 
one-third of the number of trustees so determined on shall be 
elected to hold office for three years. 

If the trustees of an incorporated Reformed church in 
America are at any time elective, in pursuance of the next 
article of this chapter, the board of trustees and the consistory 
thereof may concurrently determine that the minister or min- 
isters, if any, and the elders and deacons of such church shall 
constitute the trustees thereof. Thereon the president and 
clerk of the consistory and the president and clerk of the board 


* See Art. V, p. 350. 


New York. 375 


of trustees shall sign and acknowledge and cause to be filed 
and recorded in the office of the clerk of the county in which 
the original certificate of incorporation is filed or recorded, a 
certificate of such determination stating the names of such 
ministers, elders and deacons. On so filing and recording such 
certificate, such board of trustees shall be dissolved and the 
minister or ministers, and elders and deacons of such church 
and their successors in office shall constitute the trustees of 
such church. 


111. Reformed Presbyterian churches, changing sys- 
tem of choosing trustees, pew rents and minister’s sal- 
ary.—65. If any incorporated Reformed Presbyterian church, 
at a meeting of the church or congregation, determine that the 
deacons of such church shall be the trustees thereof, then the 
deacons of such church actively engaged in the exercise of their 
offices therein, and their successors in office, shall, by virtue of 
their respective offices, be the trustees of such church. The 
salary of the minister and the pew rents in any such church 
shall be fixed by the vote of the congregation, and the trustees 
shall not fix or change the same. 


TAXABLE TRANSFERS OF PROPERTY. 
[Laws of 1892, Chap. 399. ] 
112. Bequests exempted from transfer tax.—Any 
property heretofore or hereafter devised or bequeathed to any 
person who is a bishop, or to any religious corporation, shall be 


exempted from, and not be subject to the provisions of this 
Act. 


NORTH CAROLINA. 


CONSTITUTION. Article VIII. 


[In effect June 25, 1868.] 


1. General laws to be enacted.—1. Corporations may — 
be formed under general laws, but shall not be created by 
special act, except for municipal purposes, and in cases where, 
in the judgment of the Legislature, the object of the corpora-— 
tion cannot be attained under general laws. All general laws 
and special acts, passed pursuant to this section, may be altered } 
from time to time, or repealed. 


CODE, 1888. 
Cuap. XVI. CoRPORATIONS. 
(With amendments to 1895.) 


2. Powers.—663. All corporations shall, where no other 
provision is specially made, be capable in their corporate name 
to sue and be sued, appear, prosecute and defend to final judg- 
ment and execution, in any courts or elsewhere ; to have a com 
mon seal, which they may alter at pleasure, to elect, in such 
manner as they shall determine to be proper, all necessary 
officers, and to fix their compensation and define their duties © 
and obligations; and to make by-laws and regulations, con-— 
sistent with the laws of the State, for their own government, — 
and for the due and orderly conducting of their affairs, and the | 
management of their property. 


3. By-laws to determine meetings.—664. All cor-— 
porations may, by their by-laws, where no other provision is 
specially made, determine the manner of calling and conducting — 
all meetings; the number of members that shall constitute a 
quorum; the number of shares that shall entitle the members — 
to one or more votes; the mode of voting by proxy; the mode — 
of selling shares for the non-payment of assessments; and the © 
tenure of office of the several officers; and the manner in which © 

(376) : 


‘NortH CAROLINA. 377 


vacancies in any of the offices shall be filled till a regular elec- 
tion, and they may annex suitable penalties to such by-laws, 
not exceeding in any case the sum of twenty dollars for any one 
offense; Provided, That no such by-law shall be made by any 
corporation repugnant to any provision of this charter. 


4. First meeting, how notified when not provided 
for specially.—665. The first meeting of all corporations, 
unless otherwise provided for in their acts of incorporation, 
shall be called by a notice signed by any one or more of the 
persons named in the act of incorporation, and setting forth the 
time, place and purposes of the meeting; and such notice, ten 
days at least before the meeting, shall be delivered to each 
member or published in some newspaper printed nearest to the 
proposed place of meeting. 


5. Limit upon real estate.*—666. Every corporation 
may hold lands to an amount authorized by law, and may con- 
vey the same. But no corporation formed under this chapter, 
except mining and manufacturing companies, and companies 
supplying the cities and towns of the State with water, shall 
have power to hold at the same time more than three hundred 
acres of land in fee simple, or for a longer term than thirty 
years. 


6. Corporation to continue three years after expira- 
tion of charter.—667. All corporations whose charters shall 
expire by their own limitation, or shall be annulled by forfeiture 
or otherwise, shall nevertheless be continued bodies corporate 
for the term of three years after the time when they would 
have been so dissolved, for the purpose of prosecuting and de- 
fending actions by or against them, and of enabling them 
gradually to settle and close their concerns, to dispose of and 
convey their property, and to divide their capital stock; but 
not for the purpose of continuing the business for which such 
corporations may have been established. 


7. How incorporated.—677. Any number of persons 
not less than three who may be desirous of engaging in any 
business not unlawful, except building railroads, or banking or 
insurance, at any place within the State, may, if it please them, 
become incorporated in the manner following—that is, such 
persons shall, by articles of agreement, under their hands and 


*See No. 22, Section 3667, p. 382. 
28 


378 RELIGIOUS CORPORATIONS. 


seals, set forth before the clerk of the superior court of the 
county where the meetings may be held: 1. The corporate 
name. 2. The business proposed. 3. The place where it is 
proposed to be carried on. 4. The length of time desired, not 
exceeding thirty years. 5. The names of persons who have 
subscribed. 


8. Articles to be acknowledged and recorded.—678. — 
The said articles of agreement, after having been proved by a 
subscribing witness, or acknowledged before the clerk, shall be ~ 
recorded by said clerk in a book to be kept for this purpose in 
his office, and marked ‘‘record of incorporations,” and said 
clerk shall keep in said book an alphabetical index of the names ~ 
of the corporations; Provided, That the said clerk before re- 
cording the said articles of agreement shall collect from the 
persons signing said articles twenty-five dollars .... for 
the benefit of the public school fund of the county. 


9. Clerk of court to give letters and publish notice. 
—679. After the said articles of agreement shall have been 
recorded, the clerk under the seal of the superior court, shall — 
issue letters declaring said persons and their successors to be, 
and thenceforth they shall be a corporation, for the purpose and 
according to the terms prescribed in said articles, and shall cause 
notice thereof to be published in some newspaper, if any there 
be printed in the county, or nearest to the place where said 
articles may be recorded, in which shall be set forth the sub- 
stance of the articles, and (in case of the companies having a 
capital) the amount of capital, and value of shares. 


10. Fees of clerk.—680. Every company incorporated 
by letters under articles of agreement, shall pay the clerk of the 
superior court a fee of two dollars for taking the probate and 
recording the articles of agreement, also the expense of pub- — 
lication, and one dollar for the certificate declaring its incorpo- 

ation. 


11. Contracts for over $100 must be in writing.—683. — 
Every contract of every corporation, by which a liability may 
be incurred by the company exceeding one hundred dollars, 
shall be in writing, and either under the common seal of the 
corporation or signed by some officer of the company authorized — 
thereto. 


NortH CAROLINA. 379 


12. Execution of conveyances. What conveyances 
are void.—685. Any corporation may convey lands, and all 
other property which is transferable by deed, by deed of bar- 
gain and sale, or other proper deed, sealed with the common 
seal and signed by the president or presiding member or 
trustee, and two other members of the corporation, and attested 
by witnesses. But any conveyance of its propergy, whether 
absolutely or upon condition, in trust, or by way mortgage 
executed by any corporation, shall be void and of no effect as to 
the creditors of said corporation, existing prior to, or at the 
time of the execution of said deed, and as to torts committed 
by such corporation, its agents or employés, prior to, or at the 
execution of said deed; Provided, Said creditors or persons in- 
jured or their representatives shall commence proceedings or 
actions to enforce their claims against said corporation within 
sixty days after the registration of said deed as required by law. 


13. Powers and duties of the attorney general.— 
686. Itshall be the duty of the attorney general to bring an 
action in the superior court of the county as in this code 
directed, to restrain by injunction, any corporation from assum- 
ing or exercising any franchise, or transacting any business not 
allowed by its charter; to restrain any person from exercising 
corporate franchises not granted; to bring directors, managers, 
and officers of a corporation, or the trustees of funds given for 
a public or charitable purpose to an account for the manage- 
ment and disposition of the property confided to their care; to 
remove such officers or trustees upon proof of gross misconduct; 
to secure, for the benefit of all interested, the property or funds 
aforesaid; to set aside and restrain improper alienations thereof, 
and generally to compel the faithful performance of duty, and 
prevent all malversation, peculation and waste. And in case 
of fraud by the president, directors, managers, or stockholders, 
in any corporation, the court shall render personally liable to 
creditors and others injured thereby such of the directors, and 
stockholders as may have been concerned in the fraud. 


14. Limit of life, sixty years, except for debts.—687. 
No body corporate, hereafter to be established, shall exist for a 
longer term than sixty years, unless otherwise provided in the 
act creating the same; but in the case of a dissolution of a cor- 
poration by any judgment or decree, the debts due to, or from 
it, shall not be extinguished. 


380 RELIGIOUS CORPORATIONS. 


15. Failure to organize in two years forfeits che 


as provided in this chapter, shall have been recorded, creati: 
a body corporate, and the corporators, for two years, i 
neglect or fail to organize the company, and carry into effect 
the intent of the act; or when organized, if they at any time 
for two years eee shall cease to act, then such disuse of 
their corporate privileges and powers shall be deemed and taken 
as a forfeiture of the charter. 


16. Excess of real estate must be disposed of. *_6oail 3 
All corporations (except railroad, mining, manufacturing cor- 
porations, and companies to supply the ane and towns of the 
State with water), which shall be seized in fee, or for a longer 
term than three lives in being, or possessed for a longer ; 
than thirty years of any lands or tenements, exceeding three 
hundred acres in quantity, are required, within said time, to 
dispose of such excess. 


17. How dissolved.—694. All corporations formed und 
this chapter may be dissolved by special proceeding, institu’ 
by the company, or by any corporator, or by any judgme 
creditor, whose execution issued to the county in which t 
corporation has its only or principal place of business, shall 
returned unsatisfied, or by the authority of the attorney general 
in the name of the State, for the causes hereinafter mentioned, 
to wit: ' 

For any abuse of its powers to the injury of the pulls 
or Ne the corporators, or of its creditors or debtors; 4a 

2. For non-user of its powers for two years or more con 
secutively ; 4 

3. For insolvency manifested by the return of an executio 
unsatisfied upon a judgment against the company, docketed 
the superior court of the county where it has its only or pri 
cipal place of business. 

4. Upon any conviction of the company of a criminal 
. offence if such offence is persistent. r. 


18. Service of summons and notice of dissolution.— 
695. Upon any special proceedings for the dissolution of a 
corporation, the summons shall be served on the chief or oth 
officer of the corporation authorized for that purpose as writs 
summons are required to be in like cases, and shall be sery 


*®See No. 5, Section 666, p. 377. 


, 
: 


NortH CAROLINA, 381 


on the corporators, creditors, dealers and others interested in 
the affairs of the company, by publishing a copy thereof at 
least weekly for not less than three successive weeks in some 
newspaper printed in the county in which such corporation has 
its only or principal place of business, or if there be no such 
newspaper published, then by posting a copy of such summons 
at the door of the courthouse of such county, and publishing a 
copy thereof for the time and in the manner aforesaid in the 
newspaper published nearest the county seat of the county in 
which such corporation has its only or principal place of busi- 
ness, or in some newspaper published in the city of Raleigh; 
and such publication shall be deemed-and held sufficient service 
on all the corporators, creditors of, or dealers with, such cor- 
poration, and all such corporators, creditors or dealers or other 
parties interested, may intervene in said proceedings and be- 
come parties thereto for themselves, or for others in like in- 
terest, under such rules as the court for the purpose of justice 
shall prescribe. 


19. Chap. XVI. Applies to all corporations. — 7or. 
This chapter, unless otherwise declared herein, or in the chap- 
ter entitled Railroads and Telegraphs, shall apply to all corpo- 
rations, whether created by special act of assembly, by letters 
of agreement under this chapter, or by the chapter entitled 
Railroads and Telegraphs..... 


Cuap, LIV. ReEticious Societies. 


20. Donations to religious societies to vest in them 
or their trustees. Real estate perpetually vested in 
church or in trustees. How mortgaged.—3665. All glebes, 
lands, and tenements heretofore purchased, given, or devised for 
the support of any particular ministry, or mode of worship; and 
all churches and other houses built for the purpose of public wor- 
ship; and all lands and donations of any kind of property or 
estate that have been or may be given, granted or devised to any 
church or religious denomination, religious society or congre- 
gation within the State for their respective use, shall be and re- 
main forever to the use and occupancy of that church or denomi- 
nation, society or congregation, for which the said glebes, lands, 
tenements, property and estate were so purchased, given, 
granted, or devised, or for which the said churches, chapels, or 
other houses of public worship were built; and the estate there- 
in shall be deemed and held to be absolutely vested, as between 


382 RELIGIOUS CORPORATIONS. 


the parties thereto, in the trustees respectively of the said — 
churches, denominations, societies and congregations, for their 
several use, according to the intent expressed in the conveyance, — 
gift, grant or will; and in case there shall be no trustees, then — 
in the said churches, denominations, societies and congrega- _ 
tions, respectively, according to such intent; Provided, That — 
such trustees may sell and convey or mortgage such land in fee — 
simple, when directed to do so by such church congregation, — 
society or denomination, or its committee, board or body hay- | 
ing charge of its finances, and all such conveyances so made or 
heretofore made, or hereafter to be made, shall be effective to — 
pass such law (land) in fee simple to the purchaser or pur- 
chasers, or to the mortgagee or mortgagors, for the purpose in — 
such conveyances of mortgage expressed. (As amended by 
Act of March 11, 1889). 3 

21. Houses of worship on vacant lands to belong to 
society erecting them.—3666. All houses and edifices, 
erected for public religious worship on vacant lands, or on lands 
of the State not for other purposes intended or appropriated, 
together with two acres adjoining the same, shall hereafter be. 
held and kept sacred for divine worship, to and for the use of the 
society by which the same was originally established. 


22. Religious societies and denominations may ap-— 
point trustees. Limit on real estate.—3667. The con- 
ference, synod, convention or other ecclesiastical body, repre-— 
senting any church or religious denomination within the State, — 
as also the religious societies and congregations within the Stat = 
may from time to time and at any time, appoint in such manner 
as such body, society or congregation may deem proper, a suit-— 
able number of persons as trustees for such church, denomina- — 
tion, religious society, or congregation, who and their successors — 
shall have power to receive donations, and to purchase, take 
and hold property, real and personal, in trust for such church 
or denomination, religious society or congregation; Provided, 
That besides such lands and lots as may be specially set apart 
and appropriated to divine worship, no church or denomination ~ 
by virtue of this chapter shall have to their own use lands of a 
greater yearly value than six thousand dollars; and no single — 
congregation or society, lands of a greater yearly value than — 
four hundred dollars, and said lands shall be subject to 
taxation. 


Nortu CAROLina. 383 


23. Trustees may be removed, and are accountable, 
etc.—3668. The body appointing may remove such trustees 
or any of them, and fill all vacancies caused by death or other- 
wise; and the said trustees and their successors may sue and be 
sued in all proper actions, for or on account of the donations or 
property so held or claimed by them, and for and on account of 
any matter relating thereto. And they shall be accountable to 
the said churches, denominations, societies and congregations 
for the use and management of said property, and shall sur- 
render it to any person authorized to demand it. 


[Act of March 7, 1891.] 


24. All unincorporated churches made corporations. 
—1. Allchurchesin this State of whatever name or order where 
public worship of Almighty God is now or may be held, be and 
the same are hereby incorporated. 


25. Restriction on sale of liquor.—z. It shall be un- 
lawful for any person or persons to erect any stand or place of 
business for the purpose of selling or offering for sale any 
spirituous liquor within two miles of any church in this State. 


26. Penalty for violation.—3. Any person convicted of 
violating this act shall be deemed to be guilty of a misdemeanor, 
and shall be fined or imprisoned at the discretion of the court. 


27. Act not to apply to incorporated churches, or 
outside of certain counties.—4. Provided, however, That this 
act does not extend to churches heretofore incorporated, or 
which may be incorporated by this general assembly outside of 
caeeact, .... Provided, further, That this act shall only 
apply to churches in the counties of Harnett, Chatham, Hay- 
wood, Cumberland, Graham, Richmond and Pamlico, and to 
public schoolhouses and other institutions of learning in David- 
son county, 


NORTH DAKOTA. 


CONSTITUTION. 
[In effect, Nov. 2, 1889. ] 
ARTICLE VII. 


1. General laws to be passed.—131. No charter of 
incorporation shall be granted, changed or amended by special 
law, except in the case of such municipal, charitable, educa-— 
tional, penal or reformatory corporations as may be under the 
control of the State; but the Legislative Assembly shall pro- 
vide by general laws for the organization of all corporations 
hereafter to be created, and any such law, so passed, shall be 
subject to future repeal or alteration. 


2. Cumulative voting permitted.—135. In all elec- 
tions for directors or managers of a corporation, each member 
or shareholder may cast the whole number of his votes for one 
candidate, or distribute them upon two or more candidates, as 
he may prefer. 


3. Can engage only in authorized business.—137. No 
corporation shall engage in any business other than that ex- 
pressly authorized in its charter. 


ARTICLE XX. SCHEDULE. 


4. Territorial laws recognized.—z. All laws now in 
force in the Territory of Dakota, which are not repugnant to 
this Constitution, shall remain in force until they expire by 
their own limitations or be altered or repealed. 


COMPILED LAWS, 1887.* 
Cuap. III. Corporations. 
Art. I. THe CREATION OF CORPORATIONS. 


5. Must have corporate name.—z2893. Every corpo- — 
ration must have a corporate name, which it has no power to 


*See No. 4, p. 384, by which the Territorial laws were made the laws of the State. 
(384) 


NortH Dakota. 385 


change, unless expressly authorized by law; but the mis- 
nomer of a corporation in any written instrument does not in- 
validate the instrument; if it can be reasonably ascertained 
from it what corporation is intended. 


6. Private corporations.—2896. Private corporations 
are formed for the purposes of religion, benevolence, education, 
art, literature, or profit, and all corporations not public are pri- 
vate. 


7. Articles of incorporation. Officers.—2897. The 
instrument by which a private corporation is formed is called 
‘articles of incorporation,” or, ‘‘ certificate of incorporation ;” 
and one-third of the officers of such corporations shall be resi- 
dents of this State. 


8. Acceptance absolute.—2898. In order to constitute 
a private corporation, there must not only be a statutory grant 
of corporate authority, but an acceptance of that grant bya 
majority of the corporators or their agents. The acceptance 


cannot be conditional or qualified. 


9. Acceptance, how proved.—z899. Except when 
otherwise expressly provided, the acceptance of a grant of cor- 
porate authority may be proved like any other fact. 


10. Private corporations, for what purposes.—z9o00. 
Private corporations can be formed by the voluntary associa- 
tion of three or more persons, upon complying with the provi- 
sions of this chapter, for the following purposes, namely;. . 
for colleges, seminaries, churches, libraries, benevolent, chari- 
table and scientific associations; .... Provided, however, 
That no insurance company shall be incorporated under the 
provisions of this act except by the voluntary association of 
seven or more persons. 


11. Religious corporations may hold certain amount 
of real estate.—2901. No corporation for religious or chari- 
table purposes shall acquire or hold real estate in this Territory,* 
during the existence of the Territorial government, of a greater 
value than fifty thousand dollars; and all real estate acquired or 
held by such corporations or associations contrary hereto, shall 
be forfeited and escheat to the United States; but existing 
vested rights in real estate shall not be impaired by the provi- 
sions of this section. 


*See No. 4, p. 384. 


386 RELIGIOUS CORPORATIONS. 


12. Contents of articles of incorporation.—z9o2 
Articles of incorporation must be prepared setting forth: 

1. The name of the corporation. 

2. The purpose for which it is formed. 

3. The place where its principal business is to be trans- 


4. The term for which it is to exist. 

5. The number of its directors or trustees, and the names 
and residences of such of them who are to serve until the elec- 
tion of such officers, and their qualifications. 


13. One-third of incorporators must be residents. 
—zo904. The articles of incorporation must be subscribed by 
three or more persons, one-third of whom must be residents of 
this Territory, and acknowledged by each before some officer 
authorized to take and certify acknowledgments of conveyances 
of real property. 


14. Certificate to issue on filing articles of incor- 
poration.—z905. Upon filing of the articles of incorporation 
with the secretary of the Territory, he shall issue to the corpo- 
ration, over the great seal of the Territory, a certificate that 
the articles containing the required statement of facts have 
been filed in his office; and thereupon the persons signing the 
articles, and their associates and successors, shall be a body 
politic and corporate by the name and for the purposes stated 
in said articles. 


15. Articles to be recorded.—z906. Upon the filing of 
any articles of incorporation, as in the last section is prescribed, 
the secretary of the Territory shall cause the same to be 
recorded in a book to be kept in his office for that purpose, to 
be called ‘‘ the book of corporations,” with the date of filing. 


16. Copy of articles evidence.—2907. A copy of any 
articles of incorporation filed in pursuance of this chapter, and 
certified by the secretary of the Territory, must be received in 
all courts and other places as. przma facze evidence of the facts 
therein stated, and of the existence of such corporation. 


17. Not necessary to prove incorporation.—2908. In 
all civil actions brought by or against a corporation, it shall 
not be necessary to prove on the trial of the cause the existence 
of such corporation, unless the defendant shall in his answer ex- 
pressly aver that the plaintiff or defendant is not a corporation. 


Nort Dakota, 387 


18. Members.—z909. .... If a corporation has no 
capital stock, the corporators and their successors are called 
members. 


ArT. III. Corporate Powers. 


19. Powers of corporations.—z919. Every corporation 
as such, has power: 

1. To have succession by its corporate name, for the period 
limited; and when no period is limited, perpetually. 

2. To sue and be sued; to complain and defend in any 
court. 

3. To make and use a common seal, and alter the same at 
pleasure. 

4. To purchase, hold, transfer and convey such real and 
personal property as the legitimate purposes of the corporation 
may require, not exceeding, in any case, any amount limited 
by law. 

5. To appoint such subordinate officers and agents as the 
business of the corporation may require, and to allow them suit- 
able compensation. 

6. To make by-laws not inconsistent with the law of the 
land, for the management of its property, the regulation of its 
affairs, and for the transfer of its stock. 

7. To admit stockholders or members, and to sell their 
stock or shares for the payment of assessments or instailments. 

8. To enter into any obligations or contracts essential to 
the transaction of its ordinary affairs, or for the purposes of the 
corporation. 

In addition to the above enumerated powers, and to those 
expressly given in any other statute under which it is incorpo- 
rated, no corporation shall possess or exercise any corporate 
powers, except such as are necessary to the exercise of the 
powers enumerated and given. 


20. By-laws, adopted by whom.—z920. Every cor- 
poration formed under this chapter must, within one month 
after filing articles of incorporation, adopt a code of by-laws 
for its government not inconsistent with the laws of the United 
States or of this Territory. The assentof.... a majority 
of the members, if there be no capital stock, is necessary to 
adopt by-laws, if they are adopted at a meeting called for that 
purpose; and in the event of such meeting being called, two 
weeks’ notice of the same, by advertisement in some newspaper 


388 RELIGIOUS CORPORATIONS. 


published in the county in which the principal place of business 
of the corporation is located, or if none is published therein, 
then in a paper published in an adjoining county, must be given 
by order of the acting president. 

The written assent... . of two-thirds of the members 
if there be no capital stock, shall be effectual to adopt a code 
of by-laws without a meeting for that purpose. 


21. What the by-laws may provide.—z921. A cor- 
poration may, by its by-laws, where no other provision is spe- 
cially made, provide: 

1. The time, place and manner of calling and conducting 
its meetings. 

2. The number of stockholders or members constituting a 
quorum. 

3. The mode of voting by proxy. 

4. The time of the annual election for directors, and the 
mode and manner of giving notice thereof. 

5. The compensation and duties of officers. 

6. The manner of election and the tenure of office of all 
officers other than the directors; and, 

7. Suitable penalties for violations of by-laws, not exceed- 
ing, in any case, one hundred dollars for any one offense. 


22. By-laws must be certified and recorded. Re- 
peal of by-laws.—2z922. All by-laws adopted must be certi- 
fied by a majority of the directors and secretary of the corpo- 
ration, and copied in a legible hand in some book kept in the 
office of the corporation, to be known as the ‘‘ book of by-laws,” 
and no by-law shall take effect until so copied, and the book 
shall. then be open to the inspection of the public during office 
hours of each day except holidays. The by-laws may be re- 
pealed or amended, or new by-laws may be adopted at the 
annual meeting, or at any other meeting of the stockholders or 
members, called for that purpose by the directors, by a vote 
representing two-thirds of the subscribed stock, or by two-thirds 
of the members; or the power to repeal or amend the by-laws 
and to adopt new by-laws may, by a similar vote at any such 
meeting, be delegated to the board of directors. 

The power, when delegated, may be revoked by a similar 
vote at any regular meeting of the stockholders or members. 

Whenever any amendment or new by-law is adopted it 
shall be copied in the book of the by-laws with the original by- 
laws, and immediately after them, and shall not take effect 


| 
: 


Nortu CaRo.ina. 389 


until so copied. If any by-law be repealed, the fact of repeal 
with the date of the meeting at which the repeal was enacted, 
shall be stated in the said book, and until so stated, the repeal 
shall not take effect. 


23. Annual election of directors.—z2923. The direc- 
tors of a corporation must be elected annually by the stock- 
holders or members, and if no provision is made in the by-laws 
for the time of election the election must be held on the first 
Tuesday in June. Notice of such election must be given, and 
the right to vote determined, as provided in section 2920. 


24. Election to be at first meeting.—2924. At the 
first meeting at which by-laws are adopted, or at such subse- 
quent meeting as may be then designated, directors must be 
elected to hold their offices for one year, and until their succes- 
sors are elected and qualified. 


25. Election by ballot.—2925. All elections of di- 
rectors must be by ballot, and a vote of .... a majority 
of the members, is necessary toa choice. .... 


26. Number of directors and their powers.—2926. 
The corporate powers, business and property of all corpora- 
tions formed under this chapter must be exercised, conducted 
and controlled by a board of not less than three nor more than 
eleven directors, to be elected from among the holders of stock; 
or where there is no capital stock, then from the members of 
such corporation. 

Directors of corporations for profit must be holders of 
stock therein to an amount to be fixed by the by-laws of the 
corporation. Directors in all other corporations must be mem- 
bers thereof. Unless a quorum is present and acting, no busi- 
ness performed or act done is valid as against the corporation. 
Whenever a vacancy occurs in the office of director, unless the 
by-laws of the corporation otherwise provide, such vacancy 
must be filled by an appointee of the board. 


27. Directors to organize and elect officers.—2927. 
Immediately after their election, the directors must organize 
by the election of a president, who must be one of their num- 
ber, a secretary and treasurer. 

They must perform the duties enjoined on them by law 
and the by-laws of the corporation. A majority of the direc- 
tors is a sufficient number to form a board for the transaction 


390 RELIGIOUS CORPORATIONS. 


of business, and every decision of a majority of the directors 
forming such board, made when duly assembled, is valid as a 
corporate act. 


28. Removal of directors.—2930. No director shall 
be removed from office, unless by a vote of two-thirds of the 


members, . . . . ata general meeting held after notice of the 
time and place, and of the intention to propose such removal. 
Meetings . . . . may be called for this purpose by the presi- 


dent, or by a majority of the directors, or by members or 
stockholders holding at least one-half of the votes. 

Such calls must be in writing and addressed to the secre- 
tary, who must thereupon give notice of the time, place, and 
object of the meeting, and by whose order it was called. If 
the secretary refuse to give the notice, or if there is none, the 
call may be addressed directly to the members or stockholders, 
and be served as a notice, in which case it must specify the 
time and place of meeting. The notice must be given in the 
manner provided in section 2920,* unless other express provision 
has been made therefor in the by-laws. In case of removal, 
the vacancy may be filled by election at the same meeting. 


29. Quorum of stockholders. Proxies.—z931. At 
all elections or votes had for any purpose, there must be a ma- 
jority . . . . of the members, represented either in person or 
by proxy, in writing. 

Every person acting therein, in person, or by proxy, or 
representative, must be a member thereof. .... Any vote 
or election had other than in accordance with the provisions 
of this article is voidable at the instance of absent stockholders 
or members, and may be set aside by petition to the district 
court of the county where the same was held. 

Any regular or called meeting of the stockholders or mem- 
bers may adjourn from day to day, or from time to time, if for 
any reason there is not present a majority of the subscribed 
stock or members, or no election or majority vote had, such 
adjournment and the reasons therefor being recorded in the 
journal of proceedings of the board of directors. 


30. Election failing. Place of meeting.—2932. 1. If 
from any cause an election does not take place on the day ap- 
pointed in the by-laws, it may be held on any day thereafter as 
is provided for in such by-laws, or to which such election may 


* See No. 20, p. 387. 


: 


NortH Dakota, 391 


be adjourned or ordered by the directors. If an election has 
not been held at the appointed time, and no adjourned or other 
meeting for the purpose has been ordered by the directors, a 
meeting may be called by the stockholders, as provided in sec- 
tion 2930.* 

2. Upon the application of any person or body corporate 
aggrieved by any election held by any corporate body, or any 
proceedings thereof, the district judge in the district in which 
such election is held must proceed forthwith summarily to hear 
the allegations and proofs of the parties, or otherwise inquire 
into the matters of complaint, and thereupon confirm the elec- 
tion, order a new one, or direct such other relief in the premi- 
ses as accords with right and justice. Before any proceedings 
are had under this section, five days’ notice thereof must be 
given to the adverse party, or to those to be affected thereby. 

4. When no provision is made in the by-laws for regular 
meetings of the directors and the mode of calling special meet- 
ings, all meetings must be called by special notice in writing, to 
be given to each director by the secretary, on the order of the 
president, or if there be none, on the order of two directors. 

5. Whenever, from any cause, there is no person author- 
ized to call or to preside at a meeting of a corporation, any 
justice of the peace of the county where such corporation. is 
established, may, on written application of three or more of 
the stockholders or of the members thereof, issue a warrant 
to one of the stockholders or members, directing him to calla 
meeting of the corporation, by giving the notice required, and 
the justice may in the same warrant direct such person to pre- 
side at such meeting until a clerk is chosen and qualified, if 
there is no other officer present legally authorized to preside 
thereat. 


31. Uncalled meetings valid, when.—2934. When 
all the stockholders or members of a corporation are present at 
any meeting, however called or notified, and sign a written 
consent thereto on the record of such meeting, the doings of 
such meeting are as valid as if had at a meeting legally called 
and noticed. 

The stockholders or members of such corporation, when 
so assembled, may elect officers to fill all vacancies then exist- 
ing, and may act upon such other business as might lawfully be 
transacted at regular meetings of the corporation. 


*See No. 28, p. 390. 


392 RELIGIOUS CORPORATIONS. 


ArT. V. DIssoLUTION OF CORPORATIONS. 


32. When corporation is dissolved.—2z938. A corpo- 
ration is dissolved: 


1. By the expiration of the time limited by its articles of 


incorporation. 

2. Its involuntary dissolution is provided for in chap. 
XXVI* of the code of civil procedure. 

3. If voluntary, its dissolution may be effected in the fol- 
lowing manner: 

1. A corporation may be dissolved by the district court of 
the county where its office or principal place of business is situ- 
ated, upon its voluntary application for that purpose. 

2. The application must be in writing, and must set forth: 
That at a meeting of the stockholders or members called for 
that purpose, a dissolution of the corporation was resolved 
upon by a two-thirds vote of all the stockholders or members; 
and that all claims and demands against the corporation have 
been satisfied and discharged. 

3. The application must be signed by a enna of the 
board of directors, trustees, or other officers having the man- 
agement of the affairs of the corporation, and must be verified 
in the same manner as a complaint in a civil action. 

4. If the court is satisfied that the application is in con- 
formity with this article, it must order the application to be 
filed, and that the clerk give not less than thirty nor more than 
fifty days’ notice of the application, by publication in some 
newspaper published in the county, and if there are none such, 
then by advertisement posted up in five of the principal public 
places in the county. 

5. At any time before the expiration of the time of publi- 
cation any person may file his objections to the application. 

6. After the time of publication has expired, the court 
may, upon five days’ notice to the persons who have filed objée- 
tions, or without further notice, if no objections have been 
filed, proceed to hear and determine the application; and if all 
the statements therein made are shown to be true, the court 
must declare the corporation dissolved. 

7. The application, notices and proof of publication, objec- 
tions (if any) and declaration of dissolution, constitute the 
judgment roll, and from the judgment an appeal may be taken 
in the same manner as in other actions. 


*See No. 48, p. 396. 


es ee! 


Nortu Dakota. 393 


33. Failure to organize dissolves.—2939. If a corpo- 
ration does not organize and commence the transaction of busi- 
ness, or the construction of its works, within one year from the 
date of its incorporation, its corporate powers cease. 


34. Directors to be trustees.—z940. Unless other 
persons are appointed by the court, the directors or managers 
of the affairs of such corporation at the time of its dissolution are 
trustees of the creditors and stockholders or members of the 
corporation dissolved, and have full power to settle the affairs 
of the corporation, and to collect and pay debts and divide 
among the stockholders the property which remains after the 
payment of debts and necessary expenses; and for such pur- 
poses may maintain or defend actions in their own names by 
the style of the trustees of such corporation dissolved, naming 
it; and no action whereto any such corporation is a party shall 
abate by reason of such dissolution. 


35. Trustees’ liability.—2941. The trustees mentioned 
in the preceding section are jointly and severally responsible to 
the creditors, stockholders and members of the corporation, to 
the extent of its property in their hands. 


36. How revived.—z942. A corporation once dissolved 
can be revived only by the same power by which it could be 
created. 


Art. XIV. Reticious, EpucATIONAL AND BENEVOLENT 
CorPORATIONS. 


GENERAL PROVISIONS. 


37. Number of trustees.—3136. Persons associated 
together for religious, educational, benevolent, charitable or 
scientific purposes may elect trustees or directors, not less 
than three nor more than eleven, and may incorporate them- 
selves as generally provided for in this chapter. 


38. What articles of incorporation must include. 
—3137. In addition to the requirements of section 2902,* the 
articles of incorporation of any such association must set forth 
the holding of the election for trustees or directors, the time 
and place the same was held, that a majority of the members 
of such association were present and voted at such election, 

*See No. 12, p. 386. 

29 


394 | RELIGIOUS CORPORATIONS. 


and the result thereof; which facts must be verified by the offi- 
cers conducting the election. 


39. Amount of property limited.—3138. All such 
corporations may hold all the property of the association owned 
prior to incorporation, as well as that acquired thereafter in 
any manner, and transact all business relative thereto; but no 
such corporation may own or hold more real property than may 
be reasonably necessary for the business and objects of the asso- 
ciation; and no such corporation for religious or charitable pur-— 
poses shall acquire or hold real property of a greater value than 
fifty thousand dollars. 


40. Must make annual report.—3139. The trustees 
or directors of all such corporations must annually make a full 
report of all their property, real and personal, including prop- 
erty held in trust by them, and of the condition thereof, and of 
all their affairs, to the members of the corporation for which 
they are acting. 


41. May sell or mortgage property.—3140. Corpo- 
rations of the character mentioned in this article may sell, ex- 
change or mortgage any or all property held or owned by 
them in the manner determined by such corporations. 


42. By-laws.—3141. Such corporations may, in their 
by-laws or articles of incorporation, in addition to the provi- 
sions of section 2902 and 2921,* provide for: 

1. The qualification of members, mode of election, and 
terms of admission to membership. 

2. The fees of admission, and dues to be paid to their 
treasury by members. 

3. The expulsion and suspension of members for miscon- 
duct or non-payment of dues; also for restoration to member- — 
ship. 

4. Contracting, securing, paying and limiting the amount 
of their indebtedness. 

5. Other regulations not repugnant to the law of the land, ~ 
and consonant with the objects of the corporation. 


43. Subsequent members to have equal rights.— 
3142. Members admitted after incorporation have all the 
rights and privileges, and are subject to the same responsibili- 
ties, as members of the association prior thereto. 


*See Nos. 12 and 21, pp. 386, 388. 


i 
> 
A 


Nortu DakotTa., 395 


44. Membership rights personal.—3143. No member, 
or his legal representative, must dispose of or transfer any 
right or privilege conferred on him by reason of his member- 
ship of such corporation, or be deprived thereof, except as 
herein provided. 


RELIGIOUS CORPORATIONS, 


45. Trustees of religious corporation.—3144. The 
board of trustees, or other officers of any religious corporation, 
may be chosen at such times and in such manner as may be in 
conformity to the rules, usage or general discipline of such 
church. 


46. Members of any church may form corporation 
by alternative method.—3145. The members of any church 
or religious society, not less than three, who by its rules, usage 
and general discipline, or otherwise, do not desire to organize 
and become incorporated under the foregoing provisions of the 
civil code, may organize and become corporate, capable of 
suing and being sued, holding, purchasing and receiving title 
to real estate and other property by devise, gift, grant or other 
conveyance, with power to mortgage, sell or convey the same, 
or any part, parcel or portion thereof, by adopting and signing 
articles containing: 

1. The name of the church, society, association or corpo- 
ration, its general purpose and plan of operation and its place 
of location. 

2. The terms of admission and qualifications of member- 
ship, and the selection of officers, and the filling of vacancies, 
and the manner in which the same is to be governed and man- 
aged. Such articles shall be recorded in the office of the secre- 
tary of the Territory, and also in the office of the register of 
deeds of the county in which such church, society, association 
or corporation is located; and thereupon such church, society, 
association or corporation shall have all the powers hereinbefore 
provided, and may adopt and establish by-laws and make all 
tules and regulations deemed necessary and expedient for the 
management of its affairs in accordance with law. 


47. Title vests in successors, in trust.—3146. All 
grants or deeds from private individuals, or acts of legislative 
bodies, transferring, conveying or granting real estate in this 
Territory to any bishop, dean, rector, vestryman, deacon, 
director, minister or any other officer or officers of any church 


396 RELIGIOUS CORPORATIONS. 


or organized religious society in trust for the use and benefit of 
such society of which they are such officer or officers, which 
have been or may be made, done or executed, shall vest in their 
successor or successors in office, or other officer which such 
society may at any time designate, all the legal or other title, 
to the same extent and in all respects the same, as trustee of — 
such trust, for the use and benefit of such society, which such 
bishop, dean, rector, vestryman, deacon, director, minister or 
other officer or officers, had under such grant, deed or act; and 
all transfers or sales made by such officer or officers so acquir-— 
ing title by virtue of this act by succession in office shall have 
all the validity, force and effect that it would have had had it 
been made by such bishop, dean, rector, vestryman, deacon, 
director, minister or other officer or officers, while holding 
under and by virtue of such grant, deed or act of such legisla- 
tive body. 


Cuap. XXVI. Actions In PLACE or ScirRE Facias, 
Quo WarRANTO, ETC.* 


48. District attorney may bring action for vacating 
charter.—5346. An action may be brought by any district © 
attorney in the name of the Territory (State), on leave granted 
by the district court, or judge thereof, for the purpose of vaca- 
ting the charter or the articles of incorporation, or for annull- 
ing the existence of a corporation other than municipal, when- 
ever such corporation shall: 

1. Offend against any of the laws creating, altering or 
renewing such corporation; or, 

2. Violating the provisions of any law, by which such cor- 
poration shall have forfeited its charter or articles of incorpora- 
tion, by abuse of its power; or, i 

3. Whenever it shall have forfeited its privileges or fran- 
chises by failure to exercise its powers; or, 

4. Whenever it shall have done or omitted any act which 
amounts to a surrender of its corporate rights, privileges and 
franchises; or, 

5. Whenever it shall exercise a franchise or privilege not 
conferred upon it by law. 

And it shall be the duty of any district attorney, whenever 
he shall have reason to believe that any of these acts or omis- 

* Sec. 5345 provides for civil action in place of scire facias, quo warranto, ete. 


Sees. 5357-60 refer to judgments against corporation, costs, closing up corporate 
affairs, ete. 


Nortu Dakota, 397 


sions can be established by proof, to apply for leave, and upon 
leave granted to bring the action, in every case of public inter- 
est, and also in every other case in which satisfactory security 
shall be given to indemnify the Territory (State) against the 
costs and expenses to be incurred thereby. 


TRANSFER OF CORPORATE INTERESTS IN REAL ESTATE, 


[Act of Feb. 27, 1893.] 


49. Officers may be empowered to execute convey- 
ances.—1. That any foreign or domestic corporation may, in 
its by-laws, empower any one or more of its officers, severally 
or conjointly, to execute and acknowledge in its behalf convey- 
ances, transfers, assignments, releases, satisfactions, or other 
instruments affecting liens upon, titles to, or interests in real 
estate. 


50. What officers may act.—z. In the absence of any 
by-laws, the president or secretary of any corporation, and the 
president, secretary, treasurer or cashier of any loan, trust or 
banking corporation, may execute and acknowledge such instru- 
ments, when authorized by resolution of the board of directors. 


CHANGE OF ARTICLES OF INCORPORATION. 


[Act of March 6, 1893. ] 


51. How effected.—Any private corporation created or 
existing, or which may hereafter be created under the laws of 
the State of North Dakota, may amend or change its articles 
of incorporation at a meeting called for that purpose by the 
directors, as follows: 

1. Notice of the time and place of meeting must be person- 
ally served upon each stockholder at his place of residence, if 
known, and if not known, at the place where the principal 
office of the corporation is situated, and be published in a 
newspaper published in the county of such principal office once 
a week for four weeks consecutively, immediately prior to the 
time of holding such meeting. 

2. At least two-thirds of the entire capital stock must be 
represented by a vote in favor of the amendment or change in 
the articles of incorporation. 

3. A certificate must be signed by the chairman and secre- 
tary of the meeting and a majority of the directors, showing a 


398 RELIGIOUS CORPORATIONS. 


compliance with the requirements of this act; and the articles 
to be amended or changed; the amount of stock or the number 
of members represented at the meeting and the vote by which 
the object was accomplished. 

4. The certificate must be filed in the office of the secre- 
tary of State, there into be recorded in the ‘‘ Book of Corpora- 
tions,” and thereupon the articles so amended shall be so 
amended. . 

5. The written assent of the holders of three-fourths of 
the capital stock or members shall be as effectual to authorize 
the change or amendment of the articles of incorporation as if 
a meeting of the stockholders, as prescribed by this act, was 
called and held, and upon such written assent the directors may 
proceed to make the certificate to the secretary of State, as 
herein provided, 


CHANGE OF CORPORATE NAME. 


[Act of March 6, 1893. ] 


52. How effected.—1. Every private corporation created 
and existing, or which may hereafter be created under and by 
virtue of the laws of the Territory of Dakota or the State of 
North Dakota may change its name at a meeting called for that 
purpose by its president or a majority of its directors, as fol- 
lows: 

1. Notice of the time and place of meeting, stating its 
object, must be personally served upon each stockholder or 
member at his place of residence, if known, and if not known, 
at the place where the principal office of the corporation is sit- 
uated, or published in a newspaper published in the county of 
such principal place of business once a week for four weeks 
consecutively, immediately prior to the time of such meeting. 

2. At least two-thirds of the entire capital stock must be 
represented by the vote in favor of the change of name. 

3. A certificate must be signed by the chairman and secre- 
tary of the meeting and its president and secretary, showing a 
compliance with the requirements of this act, the name adopted 
as the new name of such corporation, the amount of stock or 
the number of the members represented at the meeting and 
the vote by which the change of name was accomplished. 

4. The certificate must be filed in the office of the secre- 
tary of State, there to be recorded in the book of corporations, 
and thereupon the name of such corporation will be so changed. 


NortH Dakota, 399 


5. The written assent of the holders of two-thirds of the 

subscribed capital stock shall be as effectual to authorize the 
change of name as if a meeting were called and held, and 
_ upon such written assent the president and secretary may pro- 
- ceed to make the certificate herein provided for. 


PLace OF MEETING OF DIRECTORS. 


[Act of Mar. 23, 1895. ] 
53. Directors may meet within or without the State. 


—The meetings of the boards of directors of any private cor- 
poration created and existing or which may hereafter be created 
under the laws of the Territory of Dakota, now State of North 
Dakota, having one or more directors, resident in this State, or 
having duly appointed an agent resident in this State upon 
whom service may be made, may be held at any place mentioned 
and provided in its by-laws either within or without the State. 


OHIO. 


CONSTITUTION. 
[In effect, July, 1851.] 
Art. I. Britt or Ricuts. 


1. The law to protect denominations in their rights. 
—7. ..... Religion, morality and knowledge, being essen- 
tial to good government, it shall be the duty of the General 
Assembly to pass suitable laws to protect every religious denom- 
ination in the peaceable enjoyment of its own mode of public 
worship, and to encourage schools and the means of instruction. 


ART. SORE 


“2. Special acts not to be passed.—1. The General 
Assembly shall pass no special act conferring corporate powers. — 


3. Corporations to be formed under general laws.— 
2. Corporations may be formed under general laws, but all 
such laws may, from time to time, be altered or repealed. 


REVISED STATUTES, 1890. SUPPLEMENT, 1892. 
[With amendments to 1894. | 
Vou, I. Tirie Il. Corroratione: 


Cuap. I. CREATION OF CORPORATIONS AND GENERAL 
PROVISIONS. 


4, What laws shall govern corporations.—3232. 
Corporations created before the adoption of the present consti- 
tution, and which have not, by election or some other act, come — 
to be governed by laws since passed, shall be governed and 
controlled by the laws then in force, and the valid modifications ~ 
thereof since or herein enacted; and other corporations, now 

(400) 


On10. 401 


existing or heretofore created, shall be governed and controlled 
by the provisions of this title. 


5. Existing corporations may accept provisions.— 
3233. A corporation created before the adoption of the present 
constitution, and now actually doing business, may accept any 
of the provisions of this title, and when a certified copy of such 
acceptance is filed with the secretary of state, so much of its 
charter as is inconsistent with the provisions of this title is 
hereby repealed. 


6. Prior corporations acting under this law subject 
thereto.—3234. Corporations created before the adoption of 
the present constitution, which take any action under or in pur- 
suance of this title, shall thereby and thereafter be deemed to 
have consented, and shall be held to be a corporation, and to 
have and exercise all and singular its franchises under the 
present constitution and the laws passed in pursuance thereof, 
and not otherwise; provided, that any fire insurance company 
.... Shall not be affected. 


7. Purposes for which formed.—3235. Corporations 
may be formed in the manner provided in this chapter for any 
purpose for which individuals may lawfully associate tlem- 
selves, except for dealing in real estate, or carrying on profes- 
sional business; and if the corporation is for profit, it must 
have a capital stock. 


8. Contents articles of incorporation. Place of busi- 
ness.—3236. Any number of persons, not less than five, a 
majority of whom are citizens of this State, desiring to become 
incorporated, shall subscribe and acknowledge, before an officer 
authorized to take acknowledgments of deeds, articles of incor- 
poration, the form of which shall be prescribed by the secretary 
of state, which must contain: 

1. The name of the corporation, which shall begin with 
the word ‘‘ The,” and end with the word ‘‘ Company,” unless 
the organization is not for profit. 

2. The place where it is to be located, or where its princi- 
pal business is to be transacted. 

3. The purpose for which it is formed. 

4. The amount of its capital stock, if it is to have capital 
stock, and the number of shares into which the stock is divided. 

5. Provided, any association of five or more persons, who 
are residents of the State of Ohio, and who are associated, not 


402 RELIGIOUS CORPORATIONS. 


for profit, and as the principal or ruling organization over 
subordinate organizations, associated, not for profit, and having 
a definite location or place of business in the State of Ohio, 
may be incorporated, having its location or principal place of 
business in the State of Ohio, and without naming, in its 
articles of incorporation, a permanent place where it is to 
be located, or where its principal business is to be transacted. 
But such association must name, in its articles of incorpora- 
tion, the place where it is to be located, or where its principal 
business is to be transacted, at the time of its incorporation, 
with the name and place of residence of its then principal 
officers. And when such association changes its place where 
located, or the place where its principal business is trans- 
acted, it shall be the duty of its principal officer, under its seal, 
if it has one, countersigned by the officer acting as secretary of 
such association, to certify to the secretary of state of Ohio, 
the place then selected by such association, as its location, or 
where its principal business is to be transacted, with the names 
of its principal officers, and their places of residence, which 
certificate the secretary of state shall record, for public use in 
the records of his office. (As amended, April ro, 1889.) 


9. Articles must be certified and filed.—3238. The 
official character of the officer before whom the acknowledg- 
ment of articles of incorporation is made shall be certified by 
the clerk of the court of common pleas of the county in which 
the acknowledgment is taken, and the articles shall be filed in 
the office of the secretary of state, who shall record the same, 
and a copy duly certified by him shall be przma facze evidence 
of the existence of such corporation; and all certificates there- 
after filed in the office of the secretary of state relating to the 
corporation shall be recorded. 


10. Changes in articles, how made.—3238a. Any cor- 
poration incorporated under the General Incorporation Laws of 
the State, may, at any meeting of its members or stockholders, 
of which, and of the business to come before said meeting 
thirty days’ notice has been given by a majority of the directors 
or trustees of said corporation in a newspaper published and of 
general circulation in the county where the principal place of 
business of said corporation is located, by a vote of the owners 
of at least three-fifths of its capital stock then subscribed, in 
the case of corporations having a capital stock, or by a vote of 
at least three-fifths of its members of corporations having no 


\ 


OuI0, 493 


capital stock, amend its articles of incorporation so as to change 
its corporate name; or the place where it is to be located, or 
where its principal business is to be transacted; or so as to 
modify, enlarge, or diminish the objects or purposes for which 
it is formed; or so as to add thereto anything omitted from, or 
which might lawfully have been provided for, in such articles 
originally; Provided, however, That nothing in this supplemen- 
tary section contained shall authorize a corporation, by amend- 
ment, to increase or diminish the amount of its capital stock; 
nor shall any corporation, by amendment, change substantially 
the original purpose of its organization. When adopted, a 
copy of such amendment, with a certificate thereto affixed, 
signed by the president and secretary of the corporation, and 
sealed with the corporate seal, if any there be, stating the fact 
and date of the adoption of such amendment, and that such 
copy is a true copy of the original, shall be recorded in the 
office of, the secretary of state, who shall note on the margin 
of the record of the original articles of incorporation of said 
corporation, and on the margin of the index thereto, the vol- 
ume and page where such amendment is recorded; and no 
such amendment shall take effect until filed for record with 
the secretary of state as herein provided, and until the secre- 
tary of the corporation shall have given notice, for three con- 
secutive weeks, in some newspaper of general circulation in 
the county where the principal office of the corporation is situ- 
ated, of such amendment; Provided, however, That any or all 
of the notices required by this section may be waived whenever 
the holders of all of the capital stock of a corporation having a 
capital stock, or all the members of a corporation having no 
capital stock, consent thereto in writing. But no corporation 
shall change its name to one already appropriated, or to one 
likely to mislead the public; nor shall any corporation, by 
amendment, provide for a purpose which is unlawful. For 
recording such amendments and for furnishing a certified copy, 
the secretary of state shall receive a fee of twenty cents a 
hundred words, to be in no case less than five dollars. [Passed, 
May 18, 1886. ] 


ll. Filing incorporates. Powers.—3239. Upon such 
filing of the articles of incorporation, the persons who sus- 
scribed the same, their associates, successors, and assigns, by 
the name and style provided therein, shall thereafter be deemed 
a body corporate, with succession, and power to sue and be 


404 ReELIGIouS CORPORATIONS, 


sued, contract and be contracted with, acquire and convey at 
pleasure all such real and personal estate as may be necessary 
and convenient to carry into effect the objects of the incorpora- 

tion, to make and use a common seal, the same to alter at 

pleasure, and to do all needful acts to carry into effect the ob- 

jects for which it was created. 


12. Election of trustees. Number and term of 
office.—3240. A majority of the subscribers of the articles of 
incorporation of a corporation formed for a purpose other than 
profit, may elect not less than five trustees of the corporation, 
who shall hold their offices till the next annual election, or until 
their successors are elected and qualified; but in the. case of 
religious corporations and institutions incorporated for the pur- 
pose of promoting education, science or art, the regulations of 
such corporations may provide for the length of time said trus- 
tees shall hold their offices, the term thereof not to exceed in 
number of years the number of such trustees..... (As 
amended, April 6, 1888.) 


13. Membership, how secured.—3241. The subscribers 
of such articles of incorporation shall cause the same to be 
copied into a book which they shall provide, and which shall be 
the property of the corporation; and a person having the qual- 
ifications prescribed by the corporation, may become a member 
by subscribing his name to such copy; Provided, That when the 
incorporators of a corporation, now or hereafter formed, are, 
or shall be members of a church, religious, secret or benevo- 
lent society, and have signed or shall sign articles for the pur- 
pose of enabling such church, religious, secret or benevolent 
society, to become incorporated, any person who is or shall 
become a member of such church, religious, secret or ben- 
evolent society, in good standing, shall, by virtue of such 
membership, be a member of such corporation, and entitled to 
vote at all meetings of such corporation, for the election of 
officers or other purpose, anything in the preceding section to 
the contrary notwithstanding. (As amended, Mar. 16, 1887.) 


14. Annual and special elections for trustees.— 3246. 
Unless the regulations of the corporation otherwise provide, 


an annual election for trustees or directors shall be held on the — ; 


first Monday in January of each year; if trustees or directors 
are, for any cause, not elected at the annual meeting, or other 
meeting called for that purpose, they may be chosen at a mem- 


q 


OuIo. 405 


bers’ or stockholders’ meeting, at which all the: members or 
stockholders are present in person or by proxies, or at a meet- 
ing called by the trustees or directors, or any two members or 
stockholders, notice of which has been given, in writing, to 
each stockholder, or by publication in some newspaper printed 
in the county where the corporation is situate, or has its prin- 
cipal office, for ten days; and trustees and directors shall con- 
tinue in office until their successors are elected and qualified. 


15. Oath of trustees. Officers. Majority a quorum. 
—3247. Each trustee and director shall, before entering upon 
his duties, take an oath faithfully to discharge the same; the 
trustees or directors chosen at any election shall, as soon there- 
after as may be convenient, choose one of their number to be 
president, and, unless the regulations otherwise provide for the 
election of such officers, shall appoint a secretary and treasurer 
of the corporation; and a majority of the trustees or directors 
shall form a board. 


16. Powers to be exercised by trustees who are 
members. Vacancies.—3248. The corporate powers, busi- 
ness, and property of corporations formed under this title must 


be exercised, conducted, and controlled . . . . where there is 
no capital stock, by the board of trustees; a majority of the 
directors must be citizens of the State, . . . . and trustees of 


corporations must be members thereof; and whenever the office 
of director or trustee becomes vacant, the board of directors or 
trustees may fill the same for the unexpired term by appoint- 
ment, unless the by-laws otherwise provide:.... 


17. Regulations of corporation.—3249. Every corpo- 
ration may adopt a code of regulations for its government, not 
inconsistent with the constitution and laws of the State. 


18. By-laws of trustees.—3250. The trustees or direc- 
tors of a corporation may adopt a code of by-laws for their 
government, not inconsistent with the regulations of the corpo- 
tation, or the constitution and laws of the State, and may 
change the same at pleasure. 


19. Regulations, how adopted or changed.—325r. 
Regulations may be adopted or changed by the assent thereto, 
in writing, of two-thirds of the stockholders, or, if there is no 
capital stock, of the members, or by a majority of the stock- 
holders or members, at a meeting held for that purpose, notice 


406 RELIGIOUS CORPORATIONS. 


of which has been given by the acting president personally to 
each member or stockholder, or by publication in some news- 
paper of general circulation in the county in which the corpo- 
ration is located, or in the counties through which its improve- 
ment does or will pass. 


20. Regulations, contents of.—3252. A corporation, 
by its regulations, when no other provision is specially made in 
this title, may provide for— 

1. The time, place, and manner of calling and conducting 
its meetings. 


2. The number of stockholders or members constituting a 
quorum. 


3. The time of the annual election for trustees or direc- 
tors, and the mode and manner of giving notice thereof. 

4. The duties and compensation of officers. 

5. The manner of election, or appointment, and the tenure 
of office, of all officers other than the trustees or directors. 

6. The qualification of members, when the corporation is 
not for profit. 


21. Trustees personally liable for all debts.—3261. 
The trustees of a corporation created for a purpose other than 
profit, shall be personally liable for all debts of the corporation 
by them contracted. 


22. Property to be used only for purpose of incor- 
poration.—3266. No corporation shall employ its stocks, 
means, assets, or other property, directly or indirectly, for any 
other purpose whatever than to accomplish the legitimate ob- 
jects of its creation. 


Cuap. XV. RELIGIOUS AND OTHER SOCIETIES. 


23. Language of service, change in.—3772. Any re- 
ligious society incorporated under a general or special law of 
this State, and which act of incorporation prescribes that the 
public religious services of such society shall be conducted in 
any other than the English language, may, (at) any time, by a 
vote of a majority of its adult members, in good and regular 
standing, who speak such prescribed language, decide whether — 
its public religious services may, at any time, be conducted in. 
any other than such prescribed language. 


24. Sale of cemetery grounds in cities, etc.—3773. 
When a religious corporation or society holds any lands within 


OuIo. 407 


the limits of any city or village which has been used as a cem- 
etery, and interments in which have been prohibited by the 
ordinances of such municipal corporation, the trustees, war- 
dens, vestry, or other officers intrusted with the management 
of the property of such corporation or society, may file a peti- 
tion in the court of common pleas of the county where such 
property is situate,* for an order to sell the same; and if it be 
made to appear to such judge that such cemetery is as above 
described, he may order the same to be sold, and direct the 
application of the moneys arising therefrom to such uses of 
such corporation, or society, for pious or educational purposes, 
as the trustees, wardens, vestry or other officers conceive to be 
most for the interest of the corporation or society to which the 
cemetery so sold belonged; but such sale shall not be made 
until the rights of persons owning burial privileges in the prop- 
erty are relinquished and the bodies interred therein are re- 
moved to other cemeteries. 


25. Trustees, order to sell property.—3774. When 
the title of any real estate is vested in trustees for the use of 
churches, or congregations of churches, and, owing to the pecu- 
liar situation of such real estate, or the nature of the trust or 
conditions upon which it is held, it has not been for twenty 
years claimed by or appropriated to the use of churches or con- 
gregations, as originally contemplated, and such trustees are in 
doubt as to what disposition to make of such unappropriated 
church property, and when any public church-site and meeting 
house has been abandoned by the public as a place of worship, 
and the trustees invested with the title of such property have 
sold the same, and are in doubt as to what disposition to make 
of the proceeds thereof, such trustees may file a petition in the 
court of common pleas of the county where the property is 
situate, setting forth all the facts in the case, and asking the 
direction of the court as to the proper disposition of such un- 
appropriated property or proceeds. 


26. Notice of sale.—3775. Notice of the filing of such 
petition shall be given by publication in some newspaper printed 
and of general circulation in the county where it is filed, for 
four consecutive weeks, setting forth the object and prayer 
thereof, and that any person, church, or congregation, claiming 
an interest in the subject matter of such petition, may appear 


*See Revised Statutes, Vol. i, p. 947, for amendment which specifies the method of 
procedure. 


408 RELIGIOUS CORPORATIONS. 
| 


and file an answer therein; and the court, on final hearing of 
the case, shall make such order or decree therein as will best 
secure the rights of the churches or congregations, or person 
having an interest therein, and as will best promote the inter- 
ests of religion, having regard, asnear as may be, to the nature 
and terms of the original trust or purpose with which such 
property or proceeds is charged, and shall tax the costs of the 
proceeding as justice and equity require. 


27. Conveyance of church sites to congregations. 
Judgments enforceable.—3776. When any real estate has 
been purchased by or conveyed to trustees for the use of 
churches and congregations, as sites for meeting-houses to be 
erected thereon, and such churches or congregations have 
erected houses of worship thereon, but no power is possessed 
by such trustees to convey such real estate to such congrega- 
tions or to the trustees thereof, such trustees may convey such 
improved sites to the trustees of such congregations; Provided, 
however, That where an incorporated religious congregation, 
society, association, sect, or denomination use or occupy as and 
for a place of worship, real estate which is held in trust for such 
religious congregation, society, association, sect or denomina- 
tion, or the members thereof, as and for a place of worship, and 
a judgment has been, or may be, recovered against such incor- 
poration, the said real estate, together with such edifice and 
improvements thereon, shall, by a civil action for that purpose, 
be subjected to the payment of such judgment and costs. 


28. Consolidation of churches and denominations, 
how effected.—3777. When two or more religious societies, 
churches, or associations, recognizing the same ecclesiastical 
jurisdiction, form of faith, government, order, and discipline, 
and incorporated by or under any law of this State, desire to 
be consolidated or united as a single corporation, the elders, 
trustees, deacons, directors, or other known and legal represen- 
tatives of such societies, churches, or associations, may enter 
into an agreement for such union or consolidation, and prescribe 
the terms and conditions thereof, the corporate name of such 
united society, church or association, the time and place for the 
first meeting of the new corporation, the number of members 
of each separate branch or organization who shall be chosen as 
directors, trustees, elders, or other officers for the new corpo- 
ration, to succeed to the rights, trusts, duties and obligations of 
those officers who, in the separate organizations, held in trust 


OuIOo. 4°09 


the estate, real and personal, of such separate churches, socie- 
ties, or associations, with such other estates as they may deem 
necessary to complete the new corporation; but an agreement 
so made shall not be valid until it has been submitted to a sep- 
arate meeting of the members of each organization, of which 
due and full notice has been given, according to the form and 
usage of calling church, congregation or society meetings, and 
ratified by a two-thirds vote of all present at such meeting, in 
person or by proxy, and entitled to vote according to the laws, 
regulations, or usages of such church, society or corporation. 


29. Record of proceedings in consolidation.—3778. 
When the agreement has been ratified by each church, society, 
or association, which is a party to the proposed united organi- 
zation, the clerk or secretary of each meeting shall certify the 
record of the proceedings thereof, and deliver the same to the 
clerk or secretary of the united churches, societies, or organi- 
zations, as hereinbefore provided, and as specified in the terms 
of agreement. 


30. Articles for united corporations.—3779. If, at 
the first meeting of the united corporations, the proceedings 
and acts of the several churches, societies, and parties thereto 
are submitted to and approved by the meeting, and a board of 
trustees, directors or other officers are chosen in accordance 
with the terms of agreement, the clerk or secretary of the meet- 
ing shall certify such approved agreement or terms of union, 
and file the same in the office of the secretary of state, where- 
upon the several churches, societies, or associations, parties 
thereto, shall be deemed and taken to be one corporation, pos- 
sessing within this State all the rights, privileges, and fran- 
chises, and subject to all the restrictions, disabilities, and duties, 
or such new corporation. 


31. Property passes to new corporation.—3780. The 
new corporation, with its officers and chosen representatives, 
shall succeed to, and be invested with, all and singular, the 
right, title, and interest in and to every species of property, 
real, personal, or mixed, and all and singular the rights, privi- 
leges, and franchises of each of the churches, societies, or 
associations parties to the agreement, without any other act, 
conveyance or transfer; and such new corporation shall hold 
and enjoy the same, with all the rights pertaining to such prop- 
erty, franchises, and trusts, and shall be subject to all the 

30 


410 RELIGIOUS CORPORATIONS. 


debts, liabilities, and obligations, in the same manner and to 
the same extent as any or either of the churches or societies 
parties to the new corporation. 


32. Transfer of property after union.—3781. When 
any two or more religious societies, denominations, or ecclesias- 
tical corporations in this State hereafter unanimously form a 
union, or which have heretofore unanimously formed a union, 
and become united or consolidated under and by virtue of any 
rules and regulations of such societies, denominations, or cor- 
porations, or laws of this State, the trustees, deacons, direc- 
tors, or other proper officers of such new society, denomination, 
or corporation may, at the request of a majority of the mem- 
bers of either of such societies, denominations, or corporations, 
petition the court of common pleas of the proper county, set- 
ting forth the fact of such union, and the court may, in its dis- 
cretion, make an order requiring such officers, at the time of 
such union, to convey to such new organization the real estate 
owned and held by the parties to the union, as the court may 
direct; and if any of such officers refuse or neglect to obey 
such order, the decree of the court shall serve as such convey- 
ance; but such order shall in no case be inconsistent with the 
original terms upon which such real estate became vested in or 
intrusted to the parties to the union; and in all cases the 
grantors of such real estate to such parties, or their heirs, shall 
be made parties to the petition, and such grantors or their heirs 
who make no defense shall not be subject to costs. 


33. Notice of application for transfer.—3782. Notice 
of the pendency of-such petition shall be given by publication 
in a newspaper published in the county where the petition is 
filed, for four consecutive weeks, setting forth the object and 
prayer of the petition, and if no newspaper is printed in such 
county, publication shall be made in the newspaper published 
nearest to such county. 


34. Trustees for denominational property.—3784. 
When a presbytery, synod, conference, diocesan convention, or 
other representative body of any religious denomination in this 
State, or when an assembly, synod, conference, convention or 
any other general ecclesiastical body of any religious denomina- 
tion held in the United States, desires to create a board of trus- 
tees for any endowment fund, or other property of the denom- 
ination represented by such body, and, at any regular meeting 


i, ¢ ea | 


_— 


Ou10. 411 


of such presbytery, synod, conference, diocesan convention, or 
other representative body of such denomination in this State, 
or of such assembly, synod, conference, convention, or other 
general ecclesiastical body in the United States, elects not less 
than five members of such denomination, one of whom shall 
be a resident freeholder in this State, to serve as trustees, and 
makes, and files in the office of the secretary of state, a state- 
ment, giving the names of such trustees, the character of the 
endowment fund or other property to be intrusted to their care, 
and the uses to which it is to be applied, signed by the proper 
presiding officer and the secretary or clerk of such body, 
acknowledged before a clerk of a court of record, notary public, 
or a judicial officer having a seal, and the signing of the same 
is duly attested by such officer, and the statement thus authen- 
ticated is recorded in the office of the secretary of state, the 
persons named in such statement as trustees shall, thereupon, 
with their successors in office, become a body corporate and 
politic, for the purposes in such statement specified; and a copy 
of such record, duly certified by the secretary of state, shall 
be evidence of the existence of such corporation. [As amended, 
Mar. 21, 1894. | 


35. Trustees subject to denominational regulations. 
—3785. Such trustees, if chosen to take charge of any endow- 
ment fund, may invest, manage, and dispose of the same in 
accordance with the purpose for which it was created, subject 
to such regulations as the body by which they were elected 
may from time to time prescribe. 


36. Powers of trustees over denominational prop- 
erty. Judgments enforceable.—3786. If the trustees are 
chosen to take charge of and manage any other property that 
may be owned or in any manner acquired by such religious de- 
nomination, they shall have full power to hold, invest, control, 
and manage the same for the benefit of the denomination 
within the presbytery, synod, conference, diocese, or other 
ecclesiastical territorial limits represented by the trustees, sub- 
ject to the direction of the proper representative body of such 
denomination within such territorial limits as aforesaid; and if 
a parish or congregation connected with the denomination rep- 
resented by the trustees become extinct, by reason of the death 
or dispersion of its members, the trustees may take possession 


_ of the church property of such parish, congregation, or society, 


whether real or personal, and rent, lease, sell, invest, or other- 


412 RELIGIOUS CORPORATIONS. 


wise dispose of the same, for the benefit of the denomination 
represented by them, within the territorial limits represented 
by the body by which they were appointed, and subject to such 
regulations as such body may prescribe; but all property held 
by such trustees, and the proceeds thereof, shall be applied to 
the use and benefit of the proper denomination within this 
State; Provided, however, That the real estate held by or in 
trust for any religious society or congregation as a place of 
worship, or otherwise, shall be liable for, and may by civil action 
be subjected to the payment of any judgment which has been 
or shall be recorded (recovered) against the trustees or any com- 
mittee of such society or congregation, in their individual capa- 
city, or otherwise, for labor performed, materials furnished, or 
damages sustained, under any contract with them for the erec- 
tion of any church edifice or other building or improvement 
made thereon. 


37. Sale of property of extinct church.—3787. When 
any parish, congregation, or society becomes extinct, as men- 
tioned in the last section, the court of common pleas of the 
county in which any real property of such extinct parish, con- 
gregation, or society is situate, may, upon the petition of the 
trustees of the denomination to which such extinct parish, con- 
gregation, or society belonged, make an order for the sale of 
such property, whether the same has been built upon, or other- 
wise improved, or not, the proceeds of such sale to go to, and 
_be for the benefit of, the denomination represented by such 
trustees, within the territorial limits represented by the body 
by which they were appointed, and the purchaser thereof shall 
be vested with as full and complete a title to the property as 
the character of the original grant to such parish, congregation, 
or society will allow; but this section shall not be so construed as 
to limit, or in any degree restrict, the powers conferred by the 
two preceding sections upon such trustees. 


38. Use of money from sale of property of extinct 
churches.—3787a. All money derived from the sale of any 
property under the provisions of original section and section 
3787 shall be placed in the custody of the trustees of the pres- 
bytery, synod, conference, diocese, or other ecclesiastical body 
having jurisdiction in the territorial limits in which said prop- 
erty may have been located, and they shall hold the same in 
trust for a period of ten years, or for such period as may be- 
prescribed by the law of the denomination. If within that — 


Ou10, 413 


time another parish, congregation or society of the same denom- 
ination shall be organized in the same locality, then the court 
authorizing the sale of said property, may, upon proper appli- 
cation and evidence, authorize the return of said money to the 
trustees of the new organization. Otherwise such money shall 
become a part of the funds of the presbytery, synod, confer- 
ence, diocese, or other ecclesiastical body having jurisdiction. 
(As enacted, March 22, 1889.) 


39. Funds from such sales to be under control of 
denomination.—3787b. Be it further enacted, that all sums 
of money arising from the sale of property formerly belonging 
to any extinct parish, congregation or society, and which are 
now held by special trustees appointed by the courts author- 
izing sale of such property, shall be, from and after the passage 
of this act, under the control of the trustees of the presbytery, 
synod, conference, or other ecclesiastical body to which said 
extinct parish, congregation or society may have belonged, and 
shall be held by them subject to the conditions and provisions 
of this act; and said trustees are hereby authorized to take such 
steps, legal or otherwise, necessary to obtain possession of such 
money. (As enacted, March 22, 1889.) 


40. Parties to sale of property of extinct churches. 
—3788. When a petition is filed, as provided for in the pre- 
ceding section, all persons who may have a vested, centingent, 
or Teversionary interest in such real estate, shall be made par- 
ties thereto, and be notified of the filing and pendency thereof, 
in the manner provided by law in cases of the partition of real 
estate; but the court may make such order as to costs as 
may be deemed just and proper. 


41. Publishing houses, how incorporated.—3789. 
When a conference, presbytery, assembly, association or other 
general ecclesiastical body held in the United States, elects, in 
conformity with the rules and regulations prescribed by such 
body, any number of persons, not less than three, as trustees 
or directors of a printing and publishing house, to hold their 
office until their successors are elected by such body, and a cer- 
tificate of the election of such persons, and setting forth the 
name by which the corporation is to be known, signed by the 
clerk, secretary, or other like officer of such body, together 
with the written acceptance of such offices by the persons so 
elected thereto, is filed in the office of the secretary of state, 


414 RELIGIOUS CORPORATIONS. 


such trustees shall be deemed and held to be duly incorporated, 
by the name set forth in such certificate. 


42. Publishing corporations, how revived.—3790. 
Any corporation which has heretofore been established by 
special act of the legislature for the purpose named in the pre- 
ceding section, and whose charter has expired, or hereafter 
expires, may be renewed by a compliance with the provisions 
of the preceding section on the part of the religious sect, asso- 
ciation or denomination to which such corporation belonged, or 
under the direction of which it was carried on; and the title to 
all property belonging to such former corporation at the date 
of the expiration of its charter, whether the same is real, per- 
sonal, or mixed, shall pass to and be vested in the corporation 
so established. 


43. Real estate, how sold.—3794. When any religious 
society desires to sell, exchange, or incumber by mortgage or 
otherwise, any real estate owned by it, or held in trust for any 
specific religious purpose, except grounds used or occupied as 
burial places for the dead, the trustees, wardens, and vestry or 
other officers intrusted with the management of the affairs of 
such society may file in the court of common pleas of the 
county in which such real estate is situated a petition stating 
that such society desires to make such sale, exchange or incum- 
brance, and setting forth the object of the same, and if, upon 
the hearing of such case, it appears that such sale, exchange or 
incumbrance is desired by the members of the society, and 
that it is right and proper that authority be given to accom- 
plish the same, the court may authorize the trustees or other 
officers, or the society, if it be incorporated under any law of 
this State, to sell, exchange or incumber such real estate in 
accordance with the prayer of said petition, and upon such 
terms as the court shall deem reasonable. 


44. Trustees of church may transfer property to 
denomination.—3794a. The trustees of any church organi- 
zation are hereby authorized and empowered to transfer any 
church property to trustees of the same denomination; Pro- 
vided, however, said transfer can only be made when the prop- 
erty so transferred is still to be used for church purposes. [As 
enacted, Apr. 27, 1893. | 


45. Notice of petition for sale.—3795. The petitioners 
shall cause notice of the pendency and prayer of the petition to 


OuI0. 415 


be published in some newspaper of general circulation in the 
county where the real estate proposed to be sold, exchanged or 
incumbered is situate, for four consecutive weeks before the 
said application shall be heard. 


46. Sale to be confirmed by court.—3796. The trus- 
tees or other officers of such religious society authorized to 
make such sale, exchange, or incumbrance, shall make return 
thereof to the court ordering the same, at such time as the 
court shall order, and thereupon, if the court is satisfied that 
the same has been made in all respects according to its order, 
it shall approve the same, and shall order that the proceeds be 
invested in other real estate for the use of such society, used 
in the payment of its debts, or otherwise invested or disposed 
of according to the prayer of said petition. 


ABANDONED CHURCH PROPERTY. 
[Act of March 6, 1890. ] 


47. Sale by township trustees, how effected. Use 
of proceeds.—:1. Whenever in any county of this State, hav- 
ing a population at the last federal census of 44,880, or that 
may hereafter have such population, any building or buildings, 
having been used for public purposes, such as a meeting-house 
for religious exercises and divine worship, or for any other pub- 
lic use, have been abandoned for a period of ten years or more 
by the society, association, denomination, or sect, and such 
building or buildings are going to decay and becoming worth- 
less, the trustees of the township where such building or build- 
ingsare situate, shall take possession of, and control such build- 
ing or buildings, and shall proceed to advertise and sell the 
same, giving notice of the time and place of such sale, by post- 
ing up notices in three of the most public places in the town- 
ship where such property is situate, for not less than ten days 
before sale. Each sale shall be at public vendue and to the 
highest bidder, and shall be at, or near the property sold. 

The trustees shall make, or cause to be made, proper con- 
veyances of such property, and the proceeds thereof shall be 
paid into the township treasury for township purposes. 


TRANSFER OF CHURCH PROPERTY. 
[Act of Mar. 12, 1890, as amended, Apr. 8, 1891. ] 


48. Society may transfer property to church.—1. 
Any ecclesiastical society incorporated under the laws of this 


416 RELIGIOUS CORPORATIONS. 


State connected with a church of Christ in this State, may by 
a three-fourths vote of its adult members present and voting 
at a meeting warned and held for that purpose, assign, transfer 
and convey to the church with which it is connected, and which 
is incorporated under the laws of this State, all the property 
and estate, real and personal, and trust funds of said society to 
be held by said corporation under the trusts and for the same 
uses upon which the same had heretofore been held by such 
society, and the society committee or trustees are fully author- 
ized to make, pursuant to such vote, any and all conveyances 
necessary to complete such assignment and transfer; but before 
the same shall be effectual a certificate of the fact of such 
assignment and transfer shall be filed in the office of the secre- 
tary of state, and in the office of the clerk of the county in 
which the property is located. 


PERPETUITY OF TITLE TO LANDS AND TENEMENTS. 
[Act of Jan. 3, 1825, as amended, Mar. 20, 1894. ] 


49. Lands and tenements to descend in trust.—1. 
All lands and tenements not exceeding twenty acres that 
have been or may be hereafter conveyed by devise, purchase or 
otherwise to any person or persons as trustee or trustees in 
trust for the use of any religious society within this State, 
either for a meeting house, burying ground or residence for 
their preacher, shall descend, with the improvement and appur- 
tenances, in perpetual succession, in trust to such trustee or 
trustees as shall from time to time be elected or appointed by 
any such religious society, according to the rules, customs, 
usages and regulations of such society respectively 


OKLAHOMA.* 


STATUTES, 1893. 
Cuap. XVII. CorRpPorRATIONs. 


Art. I. THe CREATION OF CORPORATIONS. 


1. Corporations creatures of law.—9r19. A corpora- 
tion is a creature of the law, having certain powers and duties 
of a natural person. Being created by the law, it may con- 
tinue for any length of time which the law prescribes. 


2. Corporation to be created by statute.—9o20. A 
corporation can only be created by authority of a statute. But 
the statute may be special for a particular corporation, or gen- 
eral for a number of corporations. 


3. Grants subject to alteration.—o21. Every grant 
of corporate power is subject to alteration, suspension or 
repeal, in the discretion of the legislature. 


4. Incorporation cannot be inquired into collater- 
ally.—922. The due incorporation of any company, claiming 
in good faith to be a corporation under this chapter, and doing 
business as such, or its right to exercise corporate powers, 
shall not be inquired into collaterally, in any private suit to 
which such de facto corporation may be a party; but such in- 
quiry may be had, and action brought, at the suit of the Terri- 
tory, in the manner prescribed in civil procedure. 


5. Corporate name.—g23. Every corporation must have 
a corporate name, which it has no power to change unless ex- 
pressly authorized by law; but the misnomer of a corporation 
in any written instrument does not invalidate the instrument if 
it can be reasonably ascertained from it what corporation is 
intended. 


* For United States laws applicable to all the Territories, see under Arizona, p. s. 
(427) 


418 RELIGIOUS CORPORATIONS. 


6. Private corporations, objects.—926. Private corpo- 
rations are formed for the purpose of religion, benevolence, 
education, art, literature, or profit; and all corporations not 
public are private. 


7. Articles of incorporation; officers.—927. The in- 
strument by which a private corporation is formed is called 
‘articles of incorporation,” or ‘‘certificate of incorporation.” 
And one-third of the officers of such corporations shall be resi- 
dents of this Territory. 


8. Acceptance must be absolute.—928. In order to 
constitute a private corporation there must not only be a statu- 
tory grant of corporate authority, but an acceptance of that 
grant by a majority of the corporators, or their agents. The 
acceptance cannot be conditional or qualified. 


9. Acceptance, how proved.—o29. Except when 
otherwise expressly provided, the acceptance of a grant or cor- 
porate authority may be proved like any other fact. 


10. Private corporations, how formed; purposes.— 
930. Private corporations can be formed by the voluntary 
association of three or more persons, upon complying with the 
provisions of this chapter, for the following purposes, namely: 
Mining, manufacturing .... for colleges, seminaries, churches, 
libraries, benevolent, charitable, and scientific associations, 

: : Provided, however, That no insurance company shall 
be incorporated under the provisions of this act except by the 
voluntary association of seven or more persons. Provided, 
further, That any company or corporation heretofore organized 
for the purpose herein named holding a charter issued by the 
authority of the secretary of the Territory, is hereby confirmed 
and ratified, and shall be entitled to have possession of all the 
privileges, franchises and powers conferred by this chapter upon 
corporations, the same as any to be created under this act in the 
future. Provided, however, That this act shall not be con- 
strued to legalize any franchises granted by any of the city 
councils of any of the provisional municipal governments of 
this Territory. (As amended, March 1o, 1893.) 


11. Religious corporations, limitation on real estate. 
—931. No corporation or association for religious or charitable 
purposes shall acquire or hold real estate in this Territory, 


OKLAHOMA. 419 


during the existence of the Territorial government, of a greater 
value than fifty thousand dollars; and all real estate acquired 
or held by such corporations or associations contrary hereto, 
shall be forfeited and escheat to the United States; but existing 
vested rights in real estate shall not be impaired by the provi- 
sions of this section. 


12. Contents of articles.—932. Articles of incorpora- 
tion must be prepared setting forth: 

1. The name of the corporation. 

2. The purpose for which it is formed. 

3. The place where its principal business is to be trans- 
acted. 

4. The term for which it is to exist. 

The number of its directors or trustees, and the names 
and residences of such of them who are to serve until the elec- 
tion of such officers, and their qualifications. 

6. If there be a capital stock, its amount and the number 
of shares into which it is divided. 


13. One-third of corporators to be residents.—934. 
The articles of incorporation must be subscribed by three or 
more persons, one-third of whom must be residents of this Ter- 
ritory, and acknowledged by each before some officer author- 
ized to take and certify acknowledgments of conveyances of 


real property. 


14. Certificate issues on filing articles.—935. Upon 
the filing of the articles of incorporation with the secretary of 
the Territory, he shall issue to the corporation, over the great 
seal of the Territory, a certificate that the articles containing 
the required statement of facts have been filed in his office; 
and thereupon the persons signing the articles, and their asso- 
ciates and successors, shall be a body politic and corporate by 
the name and for the purposes stated in said articles. 


15. Articles to be recorded.—936. Upon the filing of 
any articles of incorporation, as in the last section is prescribed, 
the secretary of the Territory shall cause the same to be recorded 
in a book to be kept in his office for that purpose to be called 
‘*the book of corporations,” with the date of filing. 


16. Copy of articles as evidence.—937. A copy ot 
any articles of incorporation filed in pursuance of this chapter, 
and certified by the secretary of the Territory, must be received 


420 RELIGIOUS CORPORATIONS. 


in all courts and other places as przma facia* evidence of the 
facts therein stated, and of the existence of such corporation. 


17. Not necessary to prove incorporation.—938. In 
all civil actions brought by or against a corporation, it shall not 
be necessary to prove on thetrial of the cause the existence of 
such corporation, unless the defendant shall in his answer ex- 
pressly aver that the plaintiff or defendant is not a corporation. 


18. Members.—939. ... . If a corporation has no cap- 
ital stock, the incorporators and their successors are called 
members. 


Art. III. Corporate Powers. 


19. Powers, specification of.—940. Every corporation, 
as such, has power: 

1. To have succession by its corporate name, for the period 
limited; and when no period is limited, perpetually. 

2. Tosue and be sued; to complain and defend in any 
court. 

3. To make and use a common seal, and alter the same at 
pleasure. 

4. To purchase, hold, transfer and convey such real and 
personal property as the legitimate purposes of the corporation 
may require, not exceeding, in any case, any amount limited 
by law. 

5. To appoint such subordinate officers and agents as the 
business of the corporation may require, and to allow them 
suitable compensation. 

6. To make by-laws not inconsistent with the law of the 
land, for the management of its property, the regulation of its 
affairs, and for the transfer of its stock. 

7. To admit stockholders or members, and to sell their 
stock or shares for the payment of assessments or installments. 

8. To enter into any obligations or contracts essential to 
the transaction of its ordinary affairs, or for the purposes of 
the corporation. 

In addition to the above enumerated powers, and to those 
expressly given in any other statute under which it is incorpo- 
rated, no corporation shall possess or exercise any corporate 
powers, except such as are necessary to the exercise of the 
powers enumerated and given. 


*So in original. 


OKLAHOMA. 421 


20. By-laws, obligatory.—950. Every corporation 
formed under this chapter must, within one month after filing 
articles of incorporation, adopt a code of by-laws for its gov- 
ernment not inconsistent with the laws of the United States or 
of this Territory. The assent of stockholders representing a 
majority of all the subscribed caprtal stock, or of a majority of 
the members, if there be no capital stock, is necessary to adopt 
by-laws, if they are adopted at a meeting called for that pur- 
pose; and in the event of such meeting being called, two weeks’ 
notice of the same, by advertisement in some newspaper pub- 
lished in the county in which the principal place of business of 
the corporation is located, or if none is published therein, then 
in a paper published in an adjoining county, must be given by 
order of the acting president. The written assent of the 
holders of two-thirds of the stock, or of two-thirds of the 
members, if there be no capital stock, shall be effectual to 
adopt a code of by-laws without a meeting for that purpose. 


21. By-laws, contents.—951. A corporation may, by its 
by-laws,* where no other provision is specially made, provide: 

1. The time, place, and manner of calling and conducting 
its meetings. 

2. The number of stockholders or members constituting a 
quorum. 

3. The mode of voting by proxy. 

4. The time of the annual election for the directors, and 
the mode and manner of giving notice thereof. 

5. The compensation and duties of officers. 

6. The manner of election and the tenure of office of all 
officers other than the directors; and, 

7. Suitable penalties for violations of by-laws, not exceed- 
ing, in any case, one hundred dollars for any one offense. 


22. By-laws to be recorded; may be repealed.— 
952. All by-laws adopted must be certified by a majority of 
the directors and secretary of the corporation, and copied in a 
legible hand in some book kept in the office of the corporation, 
to be known as ‘‘the book of by-laws,” and no by-law shall 
take effect until so copied, and the book shall then be opened 
to the inspection of the public during office hours of each day 
except holidays. The by-laws may be repealed or amended, or 
new by-laws may be adopted at the annual meeting, or at any 


*See, also, No. 33, P. 425- 


422 RELIGIOUS CORPORATIONS. 


other meeting of the stockholders or members, called for that 
purpose by the directors, by a vote representing two-thirds of 
the subscribed stock, or by two-thirds of the members; or the 
power to repeal and amend the by-laws and to adopt new by- 
laws may, by a similar vote at any such meeting, be delegated 
to the board of directors. . The power, when delegated, may be 
revoked by a similar vote at any regular meeting of the stock- 
holders or members. Whenever any amendment or new by- 
law is adopted it shall be copied in the book of by-laws with the 
original by-laws, and immediately after them, and shall not take 
effect until so copied. If any by-law be repealed, the fact of 
the repeal with the date of the meeting at which the repeal was 
enacted, shall be stated in the said book, and until so stated, the 
repeal shall not take effect. 


23. Directors, time of election.—953. The directors 
of a corporation must be elected annually by the stockholders 
or members, and if no provision is made in the by-laws for the 
time of election, the election must be held on the first Tuesday 
in June. Notice of such election must be given, and the right 
to vote determined, as provided in section 975 (950 and g61?).* 


24. Directors, term of office.—9o54. At the first meet- 
ing at which by-laws are adopted, or at such subsequent meet- 
ing as may be then designated, directors must be elected to 
hold their offices for one year, and until their successors are 
elected and qualified. 


25. Directors, elections by ballot.—955. All elections 
of directors must be by ballot, and a vote of stockholders rep- 
resenting a majority of the subscribed capital stock, or of a 
majority of the members, is necessary to a choice. .... 


26. Directors, number and powers.—956. The cor- 
porate powers, business and property of all corporations formed 
under this chapter must be exercised, conducted and controlled 
by a board of not less than three nor more than eleven direc- 
tors, to be elected from among the holders of stock; or where 
there is no capital stock, then from the members of such corpo- 
ration. Directors of corporations for profit must be holders of 
stock therein in an amount to be fixed by the by-laws of the 
corporation. Directors of all other corporations must be mem- 
bers thereof. Unless a quorum is present and acting, no busi- 
ness performed or act done is valid as against the corporation. 


*See No. 20, p. 421, and No. 30, p. 424. 


OKLAHOMA. 423 


Whenever a vacancy occurs in the office of director, unless the 
by-laws of the corporation otherwise provide, such vacancy 
must be filled by an appointee of the board. 


27. Directors, officers of.—957. Immediately after their 
election, the directors must organize by the election of a presi- 
dent, who must be one of their number, a secretary and treas- 
urer. They must perform the duties enjoined on them by law 
and the by-laws of the corporation. A majority of the direc- 
tors is a sufficient number to form a board for the transaction 
of business, and every decision of a majority of the directors 
forming such board, made when duly assembled, is valid as a 
corporate act. 


28. False representations by officers.—9s59. Any 
officer of a corporation who willfully gives a certificate, or will- 
fully makes an official report, public notice, or entry in any of 
the records or books of the corporation, concerning the corpo- 
ration or its business, which is false in any material representa- 
tion, shall be liable for all the damages resulting therefrom to 
any person injured thereby; and if two or more officers unite 
or participate in the commission of any of the acts herein des- 
ignated, they shall be jointly and severally liable. 


29. Directors, removal of.—960. No directors shall be 
removed from office, unless bya vote of two-thirds of the mem- 
bers, or of stockholders holding two-thirds of the capital stock, 
at a general meeting held after notice of the time and place, 
and of the intention to propose such removal. Meetings of 
stockholders for this purpose may be called by the president, or 
by a majority of the directors, or by members or stockholders 
holding at least one-half of the votes. Such calls must be in 
writing and addressed to the secretary, who must thereupon 
give notice of the time, place, and object of the meeting, and 
by whose order it was called. If the secretary refuses to give 
the notice, or if there is none, the call may be addressed 
directly to the members or stockholders, and be served as a 
notice, in which case it must specify the time and place of 
meeting. The notice must be given in the manner provided in 
section 950,* unless other express provision has been made 
therefor in the by-laws. In case of removal, the vacancy may 
be filled by election at the same meeting. 


* See No. 20, p. 421. 


424 RELIGIOUS CORPORATIONS. 


30. Quorum of stockholders; proxies.—961. At all 
elections or votes had for any purpose, there must be a majority 
of the subscribed capital stock or of the members, represented 
either in person or by proxy, in writing. Every person acting 
therein, in person, or by proxy, or representative, must be a 
member thereof or, a dona fide stockholder. .... Any vote 
or election had other than in accordance with the provisions of 
this article is voidable at the instance of absent stockholders or 
members, and may be set aside by petition to the district court 
of the county where the same was held. Any regular or called 
meeting of the stockholders or members may adjourn from day 
to day, or from time to time, if for any reason there is not 
present a majority of the subscribed stock or members, or no 
election or majority vote had; such adjournment and the reasons 
therefor being recorded in the journal of proceedings of the 
board of directors. 


31. Election, failure or contest of; special meet- 
ing.—962. 1. If from any cause an election does not take 
place on the day appointed in the by-laws, it may be held on 
any day thereafter as is provided for in such by-laws, or to which 
such election may be adjourned or ordered by the directors. If 
an election has not been held at the appointed time, and no ad- 
journed or other meeting for the purpose has been ordered by 
the directors, a meeting may be called by the stockholders as 
provided in section 960.* 

2. Upon the application of any person or body corporate 
aggrieved by any election held by any corporate body, or any 
proceedings thereof, the district judge of the district in which 
such election is held must proceed forthwith summarily to hear 
the allegations and proofs of the parties, or otherwise inquire into 
the matters of complaint, and thereupon confirm the election, 
order a new one, or direct such other relief in the premises as 
accords with right and justice. Before any proceedings are had 
under this section, five days’ notice thereof must be given to the 
adverse party, or those to be affected thereby. 

3. The meetings of the stockholders and board of directors 
of a corporation must be held at its office or principal place of 
business: . . 

4. When no provision is made in the by-laws for regular 
meetings of the directors and the mode of calling special meet- 
ings, all meetings must be called by special notice in writing, 


* See No. 29, p. 423. 


» 


OKLAHOMA. 425 


to be given to each director by the secretary, on the order of 
the president, or if there be none, on the order of two directors. 
5. Whenever, from any cause, there is no person authorized 
to call or to preside at a meeting of a corporation, any justice 
of the peace of the county where such corporation is estab- 
lished, may, on written application of three or more of the 
stockholders or of the members thereof, issue a warrant to one 
of the stockholders or members, directing him to call a meet- 
ing of the corporation, by giving the notice required, and the 
justice may in the same warrant direct such person to preside 
at such meeting until a clerk is chosen and qualified, if there is 
no other officer present legally authorized to preside thereat. 


32. Unlawful meeting when valid.—964. When all 
the stockholders or members of a corporation are present at 
any meeting, however called or notified, and sign a written 
consent thereto on the record of such meeting, the doings of 
such meeting are as valid as if had at a meeting legally called 
and noticed. The stockholders or members of such corpora- 
tion, when so assembled, may elect officers to fill all vacan- 
cies then existing, and may act upon such other business as 
might lawfully be transacted at regular meetings of the corpo- 
ration. 


Art. IV. CorporRATE RECORDS. 


33. Record of transactions.—967. Corporations for 
religious and benevolent purposes must provide in their by-laws 
for such records to be kept as may be necessary. ... . 


ArT. V. DIssOLUTION OF CORPORATIONS. 


34. Dissolution, causes of; how effected.—968. A 
corporation is dissolved: 

1. By the expiration of the time limited by its articles of 
incorporation. 

2. Its involuntary dissolution is provided for in sections 
5357, 5358, and 5359: 

(Section 5357. If it shall be adjudged that a corporation 
against which an action shall have been brought pursuant to 
this chapter, has by neglect, abuse, or surrender, forfeited its 
corporate rights, privileges and franchises, judgment shall be 
rendered that the corporation be excluded from such corporate 
rights, privileges and franchises, and that the corporation be 
dissolved. 

31 


426 RELIGIOUS CORPORATIONS. 


Section 5358. If judgment be rendered in such action 
against a corporation, or against a person claiming to be a cor- 
poration, the court may cause the costs therein to be collected 
by execution against the person claiming to be a corporation, 
ot by attachment or process against the directors or other offi- 
cers of such corporation. 

Section 5359. When such judgment shall be rendered 
against a corporation the court has power to restrain the corpo- 
ration, to appoint a receiver of its property, and to take an 
account and make distribution thereof among its creditors; and 
the district attorney must, immediately after the rendition of 
such judgment, institute proceedings for that purpose. (Dakota 
Code.) 

3. If voluntary, its dissolution may be effected in the fol- 
lowing manner: 

(1) A corporation may be dissolved by the district court of 
the county where its office or principal place of business is situ- 
ated, upon its voluntary application for that purpose. 

(2) The application must be in writing, and must set forth; 
that at a meeting of the stockholders or members called for 
that purpose, the dissolution of the corporation was resolved 
upon a two-thirds vote of all the stockholders or members; and 
that all claims and demands against the corporation have been 
satisfied and discharged. 

(3) The application must be signed by a majority of the 
board of directors, trustees, or other officers having the man- 
agement of the affairs of the corporation, and must be verified 
in the same manner as a complaint in a civil action. 

(4) If the court is satisfied that the application is in con- 
formity with this article, it must order the application to be 
filed and that the clerk give not less than thirty nor more than 
fifty days’ notice of the application, by publication in some 
newspaper published in the county, and if there are none such, 
then by advertisement posted up in five of the principal places 
in the county. 

(5) At any time before the expiration of the time of publi- 
cation any person may file his objections to the application. 

(6) After the time of publication has expired, the court 
may, upon five days’ notice to the persons who have filed objec- 
tions or without further notice if no objections have been filed 
proceed to hear and determine the application; and if all the 
statements therein made are shown to be true, the court must 
declare the corporation dissolved. 


OKLAHOMA. 427 


(7) The application, notices and proof of publication, ob- 
jections (if any) and declaration of dissolution, constitute the 
judgment roll, and from the judgment an appeal may be taken 
in the same manner as in other actions. 


35. Lapse by non-user.—969. If a corporation does 
not organize and commence the transaction of business, or the 
construction of its works, within one year from the date of its 
incorporation, its corporate powers cease, 


36. Directors are trustees on dissolution.—g97o. Un- 
less other persons are appointed by the court, the directors or 
managers of the affairs of such corporation at the time of its 
dissolution are trustees of, the creditors and stockholders or 
members of the corporation dissolved, and have full power to 
settle the affairs of the corporation, and to collect and pay 
debts and divide among the stockholders the property which 
remains after the payment of debts and necessary expenses; 
and for such purposes may maintain or defend actions in their 
own names by the style of the trustees of such corporation dis- 
solved, naming it; and no action whereto any such corporation 
is a party shall abate by reason of such dissolution. 


37. Liability of trustees.—971. The trustees mentioned 
in the preceding section are jointly and severally responsible to 
the creditors, stockholders and members of the corporation, to 
the extent of its property in their hands. 


38. Revival.—972. A corporation once dissolved can be 
revived only by the same power by which it could be created. 


Art. VIII. Examination oF CoRPORATIONS, ETC. 


39. Legislature may examine into.—1000. The legis- 
lative assembly, or either branch thereof, may examine into the 
affairs and condition of any corporation in this Territory at all 
times; and for that purpose any committee appointed by the 
said assembly, or either branch thereof, may administer all the 
necessary oaths to the directors, officers and stockholders of 
such corporation, and may examine them on oath in relation to 
the affairs and condition thereof; and may examine the safes, 
books, papers and documents belonging to such corporation, or 
pertaining to its affairs and condition, and compel the produc- 
tion of all keys, books, papers and documents by summary pro- 
cess, to be issued on application to any district court or any 


428 RELIGIOUS CORPORATIONS. 


judge thereof, under such rules and regulations as the court 
may prescribe. 


40. Power to amend.—1oo1. The legislative assembly 
may at any time amend this chapter or any article or section 
thereof. 


Art. XIV. ReEticious, EpucaTionaL AND BENEVOLENT 
CORPORATIONS. 


41. Incorporation, how effected.—1099. Persons asso- 
ciated together for religious, educational, benevolent, charitable 
or scientific purposes may elect trustees, or directors, not less 
than three nor more than eleven, and may incorporate them- 
selves as generally provided for in this chapter. 


42. Articles, contents of.—1100. In addition to the re- 
quirements of section 957 (951),* the articles of incorporation of 
any such association must set forth the holding of the election 
for trustees or directors, the time and place the same was held 
and the result thereof, which facts must be verified by the offi- 
cers conducting the election or their successors. (As amended 
Mar. 10, 1893.) 


43. Property, limitations upon.—11o01. All such cor- 
porations may hold all the property of the association owned 
prior to incorporation, as well as that acquired thereafter in 
any manner, and transact all business relative thereto; but no 
such corporation shall own or hold more real property than 
may be reasonably necessary for the business and objects of the 
association; and no such corporation for religious or charitable 
purposes shall acquire or hold real property of a greater value 
than fifty thousand dollars. 


44. Trustees, annual report.—i1oz. The trustees or 
directors of all such corporations must annually make a full 
report of all their property, real and personal, including prop- 
erty held in trust by them, and of the condition thereof, and of 
all their affairs, to the members of the corporation for which 
they are acting. 


45. Sale or mortgage of property.—1103. Corpora- 
tions of the character mentioned in this article may sell, ex- 
change or mortgage any or all property held or owned by them 
in the manner determined by such corporations, 


* See No. 21, p. 421. 


OKLAHOMA. 429 


46. By-laws.—1104. Such corporation may, in their by- 
laws or articles of incorporation, in addition to the provisions 
of sections 957 (951),* and 976 (967),¢ provide for: 

1. The qualification of members, mode of election, and 
terms of admission to membership. 

2. The fees of admission, and dues to be paid to their treas- 
ury by members. 

3. The expulsion and suspension of members for miscon- 
duct or non-payment of dues; also for restoration to member- 
ship. 

4. Contracting, securing, paying and limiting the amount 
of their indebtedness. 

5. Other regulations not repugnant to the law of the land, 
and consonant with the objects of the corporation. 


47. Subsequent members, rights of.—1105. Members 
admitted after incorporation have all the rights and privileges, 
and are subject to the same responsibilities, as members of the 
association prior thereto. 


48. Membership rights personal.—1106. No member, 
or his legal representative, must dispose of or transfer any right 
or privilege conferred on him by reason of his membership of 
such corporation, or be deprived thereof, except as herein pro- 
vided. 


49. Trustees, manner of choosing.—1107. The board 
of trustees, or other officers of any religious corporation, may 
be chosen at such times and in such manner as may be in con- 
formity to the rules, usage or general discipline of such church. 


50. Members of any church may associate by alter- 
native method.—1108. The members of any church or relig- 
ious society, not less than three, who by its rules, usage and 
general discipline, or otherwise, do not desire to organize and 
become incorporated under the foregoing provisions relating 
to corporations may organize and become corporate, capable of 
suing and being sued, holding, purchasing and receiving title 
to real estate and other property by devise, gift, grant or other 
conveyance, with power to mortgage, sell or convey the same, 
or any part, parcel or portion thereof, by adopting and signing 
articles containing: 

1. The name of the church, society, association or corpo- 

* See No. 27, p. 423. ¢ See No. 33, p. 425. 


430 RELIGIOUS CORPORATIONS. 


ration, its general purpose and plan of operation and its place 
of location. 

2. The terms of admission and qualifications of member- 
ship, and the selection of officers, and the filling of vacancies, 
and the manner in which the same is to be governed and man- 
aged, such articles shall be recorded in the office of the secre- 
tary of the Territory, and also in the office of the register of 
deeds of the county in which such church, society, association 
or corporation is located; and thereupon such church, society, 
association or corporation shall have all the powers hereinbefore 
provided, and may adopt and establish by-laws and make all 
rules and regulations deemed necessary and expedient for the 
management of its affairs in accordance with law. 


51. Title vests in successors, in trust.—t1109. All 
grants or deeds from private individuals, or acts of legislative 
bodies, transferring, conveying or granting real estate in this 
Territory to any bishop, dean, rector, vestryman, deacon, direc- 
tor, minister, or any other officer or officers of any church or 
organized religious society in trust for the use and benefit of 
such society of which they are such officer or officers, which 
have been or may be made, done or executed, shall vest in their 
successor or successors in office, or other officer which such 
society may at any time designate, all the legal or other title, 
to the same extent and in all respects the same, as trustee of 
such trust, for the use and benefit of such society, which such 
bishop, dean, rector, vestryman, deacon, director, minister or 
other officer or officers, had under such grant, deed or act; and 
all transfers or sales made by such officer or officers so acquiring 
title by virtue of this act by succession in office shall have all 
the validity, force and effect that it would have had had it been 
made by such bishop, dean, rector, vestryman, deacon, director, 
minister or other officer or officers, while holding under and by 
virtue of such grant, deed or act of such legislative body, 


OREGON. 


CONSTITUTION. 
[In effect, Feb. 14, 1859.] 


ARTICLE I. 


1. No appropriations for religious societies.—5. No 
money shall be drawn from the treasury for the benefit of any 
religious or theological institution, nor shall any money be 
appropriated for the payment of any religious services in either 
house of the legislative assembly. 


ARTICLE XI, 


2. General laws to be passed.—z. Corporations may 
be formed under general laws, but shall not be created by 
special laws, except for municipal purposes, All laws passed 
pursuant to this section may be altered, amended, or repealed, 
but not so as to impair or destroy any vested corporate rights. 


LAWS, 1892. 
Cuap. XXXIV. INCORPORATION OF RELIGIOUS SOCIETIES. 


3. Incorporation legal.—3295. Whenever any church, 
or religious, benevolent, literary, or charitable society, or any 
society which shall have for its object the development of 
the physical or mental capacities of its members,.. . . shall 
desire to incorporate for the purpose of carrying out the object 
of said church or society, they may do so in the manner pro- 
vided in this chapter. 


4. How effected.—3296. Three or more of the officers 
or trustees of said church or society, which officers or trustees 
shall have been duly chosen, elected, or appointed, in accord- 
ance with the usages and regulations of said church or society, 

(431) 


432 RELIGIOUS CORPORATIONS. 


shall make and subscribe written articles of incorporation in 
triplicate, and acknowledge the same before some officer author- 
ized to take acknowledgments of deeds, and file one of such 
articles in the office of the secretary of state, another in the 
clerk’s office of the county where the church or society is 
located, and retain the third in the possession of the corporation. 


5. Articles evidence of incorporation.—3297. The 
articles of incorporation, or a certified copy of the one filed in 
the office of the secretary of state or county clerk, shall be 
evidence of the existence of such corporation. 


6. Articles, contents of.—3298. The articles of incor- 
poration shall specify: 

1. The name assumed by the corporation, and by which 
name it shall be known, and the duration of the same if limited. 

2. The object, or business, or pursuit of said corporation. 

3. The estimated value of property and money possessed 
by said church or society at the time of making said articles of 
incorporation, and the sources of revenue or income. 

4. The title of the officers or trustees making such articles, 
and the mode and times of the election of their successors in 
office. 

5. The location of said church or society. 


7. Trustees, powers of.—3299. Upon the making and 
filing of articles of incorporation, as herein provided, the per- 
sons subscribing the same, and their successors in office, associ- 
ates, and assigns, by the name assumed in such articles, shall 
thereafter be deemed a body corporate, with power: 

1. To sue and be sued. 

2. To contract and be contracted with. 

3. To have and use a corporate seal, and the same to change 
at pleasure. 

4. To purchase, receive, possess, and dispose of such real 
and personal property as may be necessary or convenient to 
carry out the object of said corporation. 

5. To make by-laws, not inconsistent with any existing 
law, for the government of its affairs and the management of 
its property. 


8. Powers to be exercised by the corporators.— 
3300. The powers vested in such corporation are exercised by 
the corporators and their successors in office; Provided, That 


OREGON. 433 


said vested powers may be exercised by a majority of said cor- 
porators or successors, and any one of said corporators or suc- 
cessors may verify any pleading made by the corporation, and 
required by law to be verified. 


9. Limit upon value of all property.—3301. No cor- 
poration formed under this act shall ever hold or possess prop- 
erty, including money and assets, amounting in value to more 
than five hundred thousand dollars, and any corporation viola- 
ting the provision of this act shall forfeit its corporate rights. 


10. Corporations sole. Denominational corporations. 
—3303. Any person being the bishop, overseer, or presiding 
elder of any church or religious denomination in this State, 
may, in conformity with the constitution, canon, rules, regula- 
tions, and discipline of such church or denomination, become 
a corporation sole for religious and educational purposes in 
the manner prescribed in this act, as nearly as may be; and 
thereupon said bishop, overseer, or presiding elder, as the case 
may be, together with his successors in office or position, by 
his official designation, shall be held and deemed to be a body 
corporate, with all the rights and powers, and subject to the 
limitations, prescribed in this act in the case of corporations 
aggregate. And any number of persons not less than three, 
when duly designated, chosen, or appointed by the council, con- 
vention, convocation, presbytery, association, or conference of 
any church or religious denomination of this State for such 
purpose, may become incorporated by the means and in the 
manner provided in said act, as nearly as may be, with power 
and authority to acquire, receive, hold, manage, and dispose of 
money and property in trust for said church or denomination, 
to enable it to promote and maintain works of charity, educa- 
tion, and the public worship of Almighty God in this State. 


INCORPORATION OF RELIGIOUS SOCIETIES. 


[Alternative method, Act of Jan. 21, 1873.] 


11. Incorporations legal.—3305. Incorporations may be 
formed for acquiring, holding, and disposing of church prop- 
erty, for the benefit of religion, for works of charity, and for 
public worship in the manner hereinafter provided in this act. 


12. Articles to be subscribed by persons appointed 
by the church.—3306. One or more of the principal officers, 


434 RELIGIOUS CORPORATIONS. 


trustees, or clergy of any church, who shall have been duly 
chosen, elected, or appointed in accordance with the usages and 
regulations of such church, and authorized to act for the church, 
and who (in whom) shall be vested at the time the legal title of 
the church property, may make and subscribe (written) articles 
of incorporation in duplicate and acknowledge the same before 
some officer authorized to take the acknowledgment of deeds, 
and file and have recorded one of such articles in the office of 
the secretary of state and retain possession of the other. 


13. Articles, contents of.—3307. The articles of incor- 

poration shall specify: 
' 1, The name assumed by the corporation, and by which it 

shall be known. 

2. The object of said corporation. 

3. The estimated value of church property and money at 
the time of making articles of incorporation. 

4. The title of the person or persons making such articles 
and the manner and time in which successor or successors are 
elected, chosen, or appointed. 


14. Powers, and limit of value upon property.— 
3308. Upon the making and filing for record articles of incor- 
poration, as herein provided, the person or persons subscribing 
the same, and his or their successor or successors in office, by 
name or title specified in the articles, shall thereafter be deemed 
a body corporate, with continual, perpetual succession, and 
shall have power to acquire and possess by donation, gift, or 
purchase, and to retain and enjoy property, real, personal, and 
mixed, and the same to sell, grant, convey or rent, or otherwise 
to dispose of at pleasure; Provided, however, That no part of 
the resources of said corporation shall ever be used for any 
other than the object herein named; and Provided further, 
That no corporation formed under this act shall ever hold or 
possess property, including money and assets, amounting in 
value to more than five hundred thousand dollars. 


15. Powers, continued.—3309. Such corporations shall 
have power to contract and be contracted with, to sue and be 
sued, plead and be pleaded in all courts of justice, and to have 
and use a common seal, by which all deeds and acts of such 
corporation shall pass and be authenticated. 


16. Deeds, how signed and sealed.—3310. All deeds 
and other instruments of writing shall be signed by the per- 


——e 


OREGON. 435 


son or persons representing the corporation, in the official 
capacity designated in the articles of incorporation, and sealed 
with the seal of incorporation, and an impression of which seal 
shall be filed in the office of the secretary of state; Provided, 
That this act shall not have the effect to repeal, or modify in 
any particular, the act passed October 24, 1864, entitled ‘‘An 
act for the incorporation of churches, and religious and benev- 
olent and charitable societies,” nor the act passed at this session 
amendatory of the same.* 


17. Articles, evidence of incorporation.—3311. The 
articles of incorporation, or a certified copy of the one filed 
and recorded in the office of the secretary of state, shall be 
evidence of the existence of such corporation. 


CHANGE OF ARTICLES. 
[Act of Feb. 20, 1891.] 


18. How effected. Enlargement of powers.—r. Three 
or more officers or trustees of any incorporated religious, ben- 
evolent, literary, or charitable society, or any society which 
shall have for its object the development of the physical or 
mental capacities of its members, or the development of agri- 
culture or mechanics, may file supplementary articles of incor- 
poration at any time, when a three-fourths vote of the members 
present at a special meeting of any such society called for that 
purpose shall so determine, for the purpose of amending, en- 
larging, or changing the object, business, or pursuit of any such 
incorporated society, not extending beyond religious, benevo- 
lent, literary, educational, social, or charitable purposes; Pro- 
vided, however, That said officers or trustees shall have first 
caused to be published a notice of the time and place of hold- 
ing said special meeting, and the object thereof, in some daily 
newspaper of general circulation published within the county 
where said corporation is located; and it shall be the duty of 
the secretary of said corporation to deposit in the post-office, 
not less than ten days prior to the time fixed for said special 
meeting, written or printed notices, directed to each member 
of said corporation, of their post-office address, stating the time 
and place of such special meeting and the object thereof. A 
failure on the part of the officers of said corporation to give 
the notices herein prescribed shall invalidate any supplementary 


*See Chap. xxxiv, p. 431. 


436 RELIGIOUS CORPORATIONS. 


articles of incorporation adopted at such meeting. Nothing in 
this act shall be construed as applying to any corporation in 
this State other than those incorporated under the general stat- 
utes of this State. 


REFORM SCHOOLS. 


[Laws of 1893, p. 75.] 


19. Church care of youthful delinquents.—When any 
youth are committed to the reform school upon the application 
to the proper court by any religious society or body to which 
said youth or the parents of said youth may belong, for the 
custody of such youth, when such religious society or body has 
provided a suitable institution for the care and reform of delin- 
quent children or minors, the court, upon satisfactory showing, 
by such religious society or body, of such fact, may commit 
such minor to such religious institution. 


MIssIONARY STATIONS. 


[U. S. Statutes-at-large, Vol. ix, p. 323.] 


20. Title to, in religious societies.—That the title to 
the land, not exceeding six hundred and forty acres, now occu- 
pied as missionary stations among the Indian tribes in said 
Territory, together with the improvements thereon, be con- 
firmed and established in the several religious societies to which 
said missionary stations respectively belong. 


PARTICULAR DENOMINATIONS. 


21. Section 3302 makes special provision for the incor- 
poration of vestrymen of the Protestant Episcopal Church. 


PENNSYLVANIA. 


CONSTITUTION. 
Art. III. LEGIsLaTIion. 
[In effect, Jan. 1, 1874.] 


1. No special laws to be passed.—7. The General 
Assembly shall not pass any local or special law . . . . creating 
corporations, or amending, renewing, or extending the charters 
thereof; granting to any corporation, association, or individual 
any special or exclusive privilege orimmunity.... 


ArT. XVI. Private CORPORATIONS. 


2. Certain charters to be invalid.—:. All existing 
charters, or grants of special or exclusive privileges, under which 
a bona fide organization shall not have taken place, and busi- 
ness been commenced in good faith, at the time of the adop- 
tion of this constitution, shall thereafter have no validity. 


3. Amendments of previous charters conditioned 
upon acceptance of the constitution.—z. The General 
Assembly shall not remit the forfeiture of the charter of any 
corporation now existing, or alter or amend the same, or pass 
any other general or special law for the benefit of such corpora- 
tion, except upon the condition that such corporation shall 
thereafter ‘hold its charter subject to the provisions of this con- 
stitution. 


4. Cumulative voting permissible——4. In all elec- 
tions for directors or managers of a corporation, each member 
or shareholder may cast the whole number of his votes for one 
candidate, or distribute them upon two or more candidates, as 
he may prefer. 


5. Powers limited to provisions of charters, and 
real estate to business needs.—6. No corporation shall 
engage in any business other than that expressly authorized in 
its charter; nor shall it take or hold any real estate, except such 
as may be necessary and proper for its legitimate business. 

(437) 


438 RELIGIOUS CORPORATIONS. 


6. Power of the legislature over charters.—10. The 
General Assembly shall have the power to alter, revoke or 
annul any charter or incorporation now existing, and revocable 
at the adoption of this constitution, or any, that may hereafter 
be created, whenever, in their opinion, it may be injurious to 
the citizens of this commonwealth, in such manner, however, 
that no injustice shall be done to the corporators. No law 
hereafter enacted shall create, renew or extend the charter of 
more than one corporation. 


STATUTES, 1894. 
[With amendments to 1895. ] 
GENERAL PROVISIONS FOR ALL CORPORATIONS.* 


I, FoRMATION AND CHARTERS OF CORPORATIONS. 


7. Powers.—Corporations may be formed under the pro- 
visions of this act by the voluntary association of five or more 
persons, for the purposes, and in the manner mentioned herein, 
and when so formed, each of them by virtue of its existence as 
such, shall ‘have the following powers, unless otherwise 
specially provided: 

I. To have succession by its corporate name for the period 
limited by its charter, and when no period is limited thereby, 
or by this act, perpetually: subject to the power of the General 
Assembly, under the constitution of this commonwealth. 

II. To maintain and defend judicial proceedings. 

III. To make and use a common seal and alter the same 
at pleasure. 

IV. To hold, purchase, and transfer such real and personal 
property as the purposes of the corporation require, not exceed- 
ing the amount limited by its charter or by-law. 

V. To appoint and remove such subordinate officers and 
agents as the business of the corporation requires, and to allow 
them a suitable compensation. 

VI. To make by-laws not inconsistent with law, for the 
management of its property, the regulation of its affairs, and 
the transfer of its stock. 

*The full text of the General Corporation Act of April 29, 1874, will be found in 


Brightly’s Purdon’s Digest of the Statutes of Penna., ed. 1894, p. 405, seg. See also same 
Digest, under heads of ‘‘ Charicies "’ and ‘‘ Religious Societies.” 


PENNSYLVANIA. 439 


VII. To enter into any obligation necessary to the transac- 
tion of its ordinary affairs. [Apl. 29, 1874, §1, P. L., 73.] 


8. Purposes.—The purposes for which the said corpora- 
tions may be formed, shall be as follows, and shall be divided 
into two classes: 

The first class those for— 

I. The support of public worship. 

II. The support of any benevolent, charitable, educational, 
or missionary undertaking.* [J/d7d., §2.] 7 


9. Real estate, limit upon.t—Each of said corporations 
may hold real estate to an amount,*the clear yearly value or 
income whereof shall not exceed twenty thousand dollars. 


[lbid., §2.] 


10. Charter, contents of.—The charter of an intended 
corporation must be subscribed by five or more persons, three 
‘of whom at least must be citizens of this commonwealth, and 
shall set forth: 

I. The name of the corporation. 

II. The purpose for which it is formed. 

III. The place or places where its business is to be trans- 
acted. 

IV. The term for which it is to exist. 

V. The names and residences of the subscribers and the 
number of shares subscribed by each. 

VI. The number of its directors and the names and resi- 
dences of those who are chosen directors for the first year. 

VII. The amount of its capital stock, if any, and the 
number and par value of shares into which it is divided. 


(btd., § 3.) 
11. Notice of application to be published.—Notice of 


the intention to apply for any such charter shall be inserted in 
two newspapers of general circulation, printed in the proper 
county, for three weeks, setting forth briefly the character and 
object of the corporation to be formed, and the intention to 
make application therefor. (/dzd, § 3:) 


12. Certificates, how acknowledged, approved, and 
recorded.—The said certificates of incorporation of the first 
class shall be acknowledged by at least three of those who sub- 


* Purposes 4-12, Class I, and all of Class II omitted. 
t See Nos. 14, 60, and 70-74, Pp. 440, 456, and 459-461. 


440 RELIGIOUS CORPORATIONS. 


scribed. to them, before the recorder of deeds of the county in 
which the business of the corporation is to be transacted, to be 
their act and deed, and the same being duly certified under the 
hand and official seal of the said recorder of deeds, shall be 
presented to a law judge of the said county, accompanied by 
proof of the publication of the notice of such application, who 
is hereby required to peruse and examine said instrument, and 
if the same shall be found to be in the proper form, and within 
the purposes named in the first class specified in the foregoing 
section, and shall appear lawful, and not injurious to the com- 
munity, he shall endorse thereon these facts, and shall order 
and decree thereon that the charter is approved, and that upon 
the recording of the said charter and order, the subscribers 
thereto and their associates, shall be a corporation for the pur- 
poses and upon the terms therein stated; and the said order 
and charter shall be recorded in the office for the recording of 
deeds in and for the county aforesaid, and from thenceforth the 
persons named therein and subscribing the same, and their 
associates and successors, shall be a corporation by the name 
therein given. [Jdzd., §3.] 


18. Certificates may be acknowledged before a 
notary.—All certificates of association or articles of incorpo- 
ration may be acknowledged and sworn to before a notary pub- 
lic of the commonwealth of Pennsylvania, in the same manner, 
and with like force and effect, as though acknowledged and 
sworn to before the recorder of deeds of the proper county. 
[Apr. 15, 1891, P. L. 18.] 


14. Limit of income on personal property in dis- 
cretion of court.*—It shall be the duty of the court in grant- 
ing a charter of incorporation for any purpose, to limit the 
yearly income of such corporation, other than from real estate, 
to such sum as in the opinion of the court will not be injurious 
or prejudicial to the community. [Feb. 20, 1854, §3, P. L. 91.] 


15. No company to go into operation until regis- 
tered.—No institution incorporated by or under any law of 
this commonwealth, shall go into operation without first having 
the name of the institution or company, the date of incorpora- 
tion, the place of business, the amount of capital paid in, and 
the names of the president and cashier or treasurer of the same, 
registered in the office of the auditor-general; and any such 


*See Nos. 9, 60, and 70-74, pp. 439, 456, and 459-461. 


PENNSYLVANIA. 441 


institution or company who shall neglect or refuse to comply 
with the provisions of this section, shall be subject to a penalty 
of five hundred dollars, which penalty shall be collected on an 
account settled by the accountant officers, as taxes on bank 
dividends are now settled and collected. [April 21, 1858, § 3, 
P. L. 420. ] ,; 


16. Letters patent may be issued.—Upon the appli- 
cation of the president and secretary of any corporation here- 
tofore or hereafter created under any general or special law of 
this commonwealth, accompanied by due proof that said corpo- 
ration has complied with all the conditions provided by law and 
the constitution to enable it to have a corporate existence and 
transact business, it shall be lawful for the governor to issue 
letters-patent, under the great seal of the commonwealth, in 
such form as he may prescribe, to such corporation, declaring 
it to be, and erecting it into a body corporate or politic in deed 
and in law. [May 15, 1874, §1, P. L. 186.] 


17. Charters under this act in full force.—The incor- 
poration of any association of persons for the purposes named 
in this act, or accepting the same, shall be held and taken to be 
of the same force and effect as if the powers and privileges 
conferred, and the duties enjoined, had been conferred and 
enjoined by special act of the legislature; and the franchises 
granted shall be construed according to the same rules of law 
and equity as if it had been created by special charter; and no 
modification or repeal of this act shall affect any franchise 
obtained under the provisions of the same. [Apr. 29, 1874, 


S25; PL. 75.) 


18. Charters may be perpetual, but legislature 
can revoke.—The charters for incorporations named in this 
act may be made perpetual, or may be limited in time by their 
own provisions; and the general assembly reserves the power 
to revoke or annul any charter of incorporation granted or 
accepted under the provisions of this act, whenever, in the 
opinion of the said general assembly, it may be injurious to the 
citizens of this commonwealth, in such manner, however, that 
no injustice shall be done to the corporators or their successors. 
[/é7d., § 5.] 


19. Amendment of charters.—As often as the corpora- 
tions named in the first class, specified in the second section of 
the act to which this is a supplement, including all such corpo- 

32 


442 RELIGIOUS CORPORATIONS. 


rations now in existence, and academies, colleges and universi- 
ties, shall be desirous of improving, amending or altering the 
articles and conditions of their charter, it shall and may be law- 
ful for such corporations, respectively, in like manner, to specify 
the improvements, amendments or alterations which are or 
shall be desired, and exhibit the same to the court of common 
pleas of the proper county in which said corporation is situated 
as aforesaid; when, if said court shall be of opinion such alter- 
ations are or will be lawful and beneficial, and do not conflict 
with the requirements of the statute to which this is a sup- 
plement, or of the constitution, it shall be the duty of said 
court to direct notice to be given, as provided in the third sec- 
tion of the act to which this is a supplement, of such applica- 
tion, and after decree made, and such amendments are recorded, 
the same shall be deemed and taken to be a part of the charter 
of the said corporation. [/dzd., § 42.] 


20. Change of name may be effected by court.— 
It shall be lawful for the several courts of common pleas of this 
commonwealth to change the name, style and title of any cor- 
poration within their respective counties, with the same pro- 
ceedings and in the same manner as they are now authorized 
to improve, amend or alter charters: Provided, That no pro- 
ceedings for such purpose shall be entertained by the courts 
until notice of such application is given to the auditor-general, 
and proof of such fact is produced to the courts; and upon 
final decree in such proceeding, before using such name, the 
parties in interest shall file with the auditor-general a copy of 
the decree making such change. [April 20, 1869, §1, P. L. 82.] 


21. Amendments not to affect act of 1874, etc.— 
Nothing in this act contained shall be construed to repeal or 
authorize the repeal of any of the requirements or restrictions 
of the said act of April 29, 1874, and its supplements, nor to 
dispense with any of the provisions of the said act, nor to 
authorize the right of eminent domain to be given to any cor- 
poration by amendment of its charter, nor to permit any change 
in the objects and purposes of such corporation as shown by its 
original charter. [June 13, 1883, § 4, P. L. 122.] 


22. Renewal of charters.—Corporations created by or 
under the laws of this State, embraced within either of the 
classes named in section two of this act, the charters whereof 
are about to expire by lapse of time from their own limitation, 


- 


PENNSYLVANIA. 443 


may be rechartered, or the charters thereof renewed, under 
the provisions of this act, by preparing, having approved and 
recorded the certificate named in said section for the class of 
corporation of which the same is one. In addition to the 
requirements provided in this act for a new corporation, the 
certificate for a recharter shall state the fact that it is a renewal 
of the former charter, naming the corporation and the date of 
its first charter; it shall also be accompanied with a certificate, 
under the seal of the corporation, showing the consent of at 
least a majority in interest of such corporation to such recharter; 
it shall also state the financial condition of the said corporation 
at the date of such certificate, showing capital stock paid in, 
funded debt, floating debt, estimated value of property and 
cash assets, if any; it shall expressly accept the provisions of 
the constitution of this State and of this act, and expressly sur- 
render all privileges conferred upon such corporation by its 
original charter, that are not enjoyed by corporations of its 
class under this act or general laws of this commonwealth. 
From the date of recording of such certificate, if the corpora- 
tion be of the first class named in section two of this act, and 
from the date of letters patent, if of the second class, the said 
rechartered corporation shall be and exist as a new corporation, 
under the provisions of this act and of its said renewed charter; 
and all of the rights, privileges, powers, immunities, lands, 
property and assets, of whatever kind or character the same 
may be, possessed and owned by the said original corporation, 
shall vest in and be owned and enjoyed by the said rechartered 
corporation, as fully and with like effect as if its original 
charter had not expired, save as herein and by said certificate 
expressly stated otherwise; and all suits, claims and demands by 
said corporations in existence at the date of such recharter, shall 
and may be sued, prosecuted and collected, under the laws gov- 
erning the said corporation prior to its recharter, and all claims 
and demands of every nature and character in existence at said 
recharter, may be collected from and of the said rechartered 
corporation, as fully and with like effect as if no change had 
taken place. [Apl. 29, 1874, § 40, P. L. 75.] 


23. Charters, how forfeited. Appeals to supreme 
court.—In all cases in which, heretofore, any privileges or 
immunities have been granted to any corporation, by any act of 
the general assembly of the commonwealth, upon terms and 
conditions in such act prescribed, for the knowing and inten- 


444 RELIGIOUS CORPORATIONS. 


tional neglect or refusal to comply with which terms and con- 
ditions, a forfeiture or determination of such privileges or 
immunities is provided for in the act, it shall be the duty of the 
attorney-general of the commecnwealth, upon complaint made 
to him by any party whose rights or interests are affected by 
such neglect or refusal, to institute forthwith proceedings, in a 
court of competent jurisdiction, to ascertain the fact of such 
neglect or refusal; and if such neglect or refusal shall be 
adjudged by such court to have occurred, then and in such 
case, all the rights, privileges, powers and immunities granted 
to such corporation, upon such terms and conditions, shall forth- 
with cease and determine; thereupon the governor of the com- 
monwealth shall provide such organization as may be needful to 
manage any such property, until otherwise directed by the leg- 
islature: Provided, however, That all expenses incident to the 
management thereof shall be paid from its own proceeds; and 
nothing in this act contained shall be deemed as authorizing 
any liability against, or expenditure by the commonwealth of 
Pennsylvania: Provided, That when proceedings under this act 
are commenced in any court other than the supreme court, the 
right of appeal to the supreme court shall exist, to either party, 
as inl other icasesyi4 sso [April 1, 1870, § 1, Pagel 


24. Legislature, power over charters.—Every charter 
of incorporation granted, or to be granted, shall be deemed 
and taken to be subject to the power of the legislature, unless 
expressly waived therein, to alter, revoke or annul the same, 
whenever in their opinion it may be injurious to the citizens of 
the commonwealth: in such manner, however, that no injustice 
shall be done to the corporators, and as fully as if the reserva- 
tion of said power had been therein expressed. [May 3, 1855, 


Sir, Pk. 4esn 


25. Defective charters validated. Conditions.— 
Whereas, from technical defects and other causes, a number of 
the charters of incorporation, the supplements and amendments 
thereto, heretofore granted by the supreme court, and the sey- 
eral courts of common pleas of this commonwealth, are defec- 
tive in validity, and thereby the rights of innocent parties 
joining in or dealing with said corporations may be unjustly 
affected; therefore, Be tt enacted, That all charters of incorpo- 
ration, the supplements and amendments thereto, heretofore 
granted by the supreme court and the several courts of common 
pleas of this commonwealth, are hereby validated and con- 


PENNSYLVANIA, 445 


firmed: Provided, That the provisions of this act shall only 
apply to such corporations as are actually operating under and 
transacting business in pursuance and by virtue of such charters, 
supplements and amendments: and provided further, That said 
corporation shall hold their charters, supplements aud amend- 
ments, subject to all the requirements and restrictions of the 
constitution of this commonwealth, and that this act shall not 
affect any rights acquired previous to its enactment. [May 11, 
1874, §1, P. L. 133.] 
II. By-Laws. 

26. The by-laws.—The by-laws of every corporation 
created under the provisions of this statute, or accepting the 
same, shall be deemed and taken to be its law, subordinate to 
this statute, the charter of the same, the constitution and laws 
of this commonwealth and the constitution of the United 
States. They shall be made by the stockholders or members 
of the corporation at a general meeting called for that purpose, 
unless the charter prescribes another body or a different mode. 
They shall prescribe the time and place of meeting of the cor- 
poration, the powers and duties of its officials, and such other 
matters as may be pertinent and necessary for the business to 
be transacted, and may contain penalties for the breach thereof, 
not exceeding twenty dollars. [May 14, 1891, P. L. 61.] 


TII. Orricers aNnD MEETINGS. 


27. Officers designated. May be directors.*—The 
business of every corporation created hereunder, or accepting 
the same, shall be managed and conducted by the president, a 
board of directors or trustees, a secretary or clerk, a treasurer, 
and such-other officers, agents, and factors as the corporation 
authorizes for that purpose, and nothing in any law contained 
shall prevent or be construed to prohibit the vice-president, 
treasurer, solicitor, or other officer of any corporation organized 
or existing under this act, from being a director of such com- 
pany and receiving at the same time such compensation for his 
services as such officer of the board of directors. [/d7d.] 


28. Directors and trustees to be chosen annually. + 
—The directors or trustees shall be chosen annually by the 
stockholders or members, at the time fixed by the by-laws, and 
shall hold their office until others are chosen and qualified in 
their stead; the manner of such choice, and of the choice or 
appointment of all other agents and officers of the company 

*See No. 33, p. 446. +See No. 42, p. 450. 


446 RELIGIOUS CORPORATIONS. 


shall be prescribed by the by-laws. The number of directors 
or trustees shall not be less than three; one of them shall be 
chosen president by the directors, or by the members of the 
corporation, as the by-laws shall direct. The members of said 
corporation may, at a meeting to be called for that purpose, 
determine, fix or change the number of directors or trustees 
that shall thereafter govern its affairs, and a majority of the 
whole number of such directors or trustees shall be necessary 
to constitute a quorum. [J/dzd.] 


29. Trustees may be elected by classes.—It shall be 
lawful to insert in any charter or amendment of a charter for a 
corporation of the first class, under the ‘‘corporation act of 
one thousand eight hundred and seventy-four,” and its supple- 
ments, a provision or provisions that the directors, managers, 
trustees, vestrymen or other governing body, as the case may 
be, of such corporation, may be elected so that a half, or a 
third, or fourth, of the whole number only, shall be elected 
each year, the distribution to be made in such manner as the 
charter may direct. [May 23, 1887, §1, P. L. 165.] 


30. Prior charters allowing classification ratified.— 
In all cases in which hereinbefore such provisions have been in- 
troduced into any charter for a corporation of the first class, ‘or 
in any amendment of a charter of any such corporation, either 
antedating the said act of one thousand eight hundred and 
seventy-four or otherwise, and has been approved by the proper 
court and duly recorded, said provision of said charter or 
amendment is hereby ratified and confirmed. [May 23, 1887, 
Sia Pee) zon 


31. Vacancies, how filled.—In case of the death, re- 
moval or resignation of the president or any of the directors, 
treasurer, or other officer of any such company, the remaining 
directors may supply the vacancy thus created, until the next 
election. [Aply 20, 1874,°8 9, 2. 178.1) 


32. Quorum, where number increased.—Whenever 
the number of directors or managers of any corporation may 
be increased, under authority of law, a majority of the whole 
number shall be necessary to constitute a quorum. [Apl. 15, 
1969,)\6 ty). bPal 1. 20.) 


33. Trustees cannot be salaried officers,* or sureties, 
nor interested in contracts.—It shall not be lawful for any 


*See, however, No. 27, p. 445. 


PENNSYLVANIA, 447 


councilman, burgess, trustee, manager or director of any cor- 
poration, municipality, or public institution to be at the same 
time a treasurer, secretary or other officer, subordinate to the 
president and directors, who shall receive a salary therefrom, 
or be the surety of such officer; nor shall any member of any 
corporation or public institution, or any officer or agent 
thereof, be in anywise interested in any contract for the sale 
or furnishing of any supplies or materials to be furnished to 
or for the use of any corporation, municipality or public insti- 
tution of which he shall be a member or officer, or for which 
he shall be an agent, nor directly nor indirectly interested 
therein, nor receive any reward or gratuity from any person 
interested in such contract or sale; and any person violating 
these provisions, or either of them, shall forfeit his mem- 
bership in such corporation, municipality or institution, and 
his office or appointment thereunder, and shall be held guilty 
of a misdemeanor, and on conviction thereof, shall forfeit 
any sum not less than three times any advantage he may 
have derived by such offense, if any, and if no such advantage 
have been received, then any sum in the discretion of the court 
of quarter sessions of the proper county, not exceeding five 
hundred dollars for each offense: Provided, That private corpo- 
rations heretofore incorporated, with any right or privilege in 
conflict with this section, shall not be affected thereby, until 
such corporation shall, by resolution, agree to adopt the provi- 
sions hereof, which it is hereby authorized to do.* [Mar. 31, 
1866, P. L. 399. ] 


34. Secretary or treasurer.—The secretary or clerk shall 
be sworn and shall record all the votes of the corporation and 
the minutes of its transactions in a book to be kept for that 
purpose. ‘The treasurer shall give bond in such sum, and with 
such sureties, as shall be required by the by-laws for the faith- 
ful discharge of his duties, and he shall keep the moneys of the 
corporation in a separate book account to his credit as treasurer, 
and if he shall neglect or refuse to do so, he shall be liable to a 
penalty of fifty dollars for every day he shall fail to do so, to 
be recovered at the suit of any informer in an action of debt. 
[Apr. 29, 1874, § 8, as amended May 14, 1891, P. L. 61.] 


35. Cumulative voting.+—In all elections for directors, 
managers or trustees of any corporation created under the pro- 
visions of this statute, or accepting its provisions, each member 


*See, also, No. 40, p. 449 t See No. 4, p. 437. 


448 RELIGIOUS CORPORATIONS. 


or stockholder may cast the whole number of his votes for one 
candidate, or distribute them upon two or more candidates, as 
he may prefer, that is to say: If the said member or stock- 
holder own one share of stock, or has one vote, and is entitled 
to one vote for each of six directors by virtue thereof, he may 
give one vote to each of said six directors, or six votes for any 
one thereof, or a less number of votes for any less number of 
directors, whatever may be the actual number to be elected, 
and in this manner may distribute or cumulate his votes as he 
may see fit. All elections for directors or trustees shall be by 
ballot, and every share of stock shall entitle the holder thereof 
to one vote, in person or by proxy, to be exercised as provided 
in this section. [Apl. 25, 1876, §1, P. L. 47.] 


36. Proxies not permissible at church elections.— 
None of the provisions of the act entitled ‘‘ An act to regulate 
proxies,”’ passed the twenty-eighth day of March, 1820, shall be 
deemed to extend to any association incorporated for religious, 
charitable or literary purposes. [March 31, 1821; 7 Sm. L., 
446, §1.] 

37. Election officers to be sworn.—No person acting 
as judge or officer holding an election for any such corporation, 
shall enter on the duties of his office or appointment until he 
take and subscribe an oath or affirmation before a judge, alder- 
man, justice of the peace, or other person qualified by law to 
administer oaths, that he will discharge the duties of his office 
or appointment with fidelity, that he will not receive any vote 
but such as he verily believes to be legal; and if any such judge 
or officer shall, knowingly and willfully, violate his oath or affir- 
mation, he shall be subject to all the penalties imposed by law 
upon the officers of the general election of this commonwealth 
violating their duties, and shall be proceeded against in like 
manner and with like effect; and if any election, as aforesaid, 
be held without the person holding the same having first taken 
an oath or affirmation, as aforesaid, or be invalid for any other 
reason, such election shall be set aside in the manner now pro- 
vided by law, and a new election ordered by the court of com- 
mon pleas of the proper county, upon the petition of not less 
than five stockholders supported by proof satisfactory to said 
court. [April 29, 1874, § 8, P. L. 75.] 


38. Trustees may alter place of meetings.—It shall 
be competent for the trustees, directors or managers of any 
corporation heretofore or hereafter established by the laws ot 


——— 


PENNSYLVANIA. 449 


this commonwealth, or for the stockholders therein, at their 
general meetings, to alter the times and places fixed by law for 
the meeting of said trustees, managers, directors or stock- 
holders, full notice of such intended alteration having been 
given at a previous meeting of said trustees, directors, mana- 
gers or stockholders: Provided, That no such alteration shall 
be made in the time of meeting of said trustees, managers or 
directors, but with the consent of two-thirds of their number, 
or in the time of meeting of the said stockholders, but with the 
consent of two-thirds of their number, convened at a general 
meeting. [Feb. 6, 1830, P. L. 42, $2.] 


39. Meetings may be held outside the State, ex- 
cept annual elections.—lIn all cases where the company has 
been incorporated under the laws of this State, and a majority 
of the directors, corporators, or stockholders thereof are citi- 
zens of any other State, said corporation may be organized, 
and all the meetings of such corporators, directors, or stock- 
holders, held in such place, whether in this State or elsewhere, 
as such majority may, from time to time, appoint: Provided, 
however, That the annual election, for officers of such corpora- 
tion, shall be held in the State of Pennsylvania, at such time 
and place, and upon such notice, by publication, in the news- 
papers of this State, as the by-laws of such corporation may, 
from time to time determine. [Nov. 27, 1865, $1, P. L. [1866] 
1228. | 

IV. MisceLLANEous PROVISIONS. 


40. Contracts secured by undue influence void, 
etc.*-—Any person who shall contract for the sale, or sell any 
supplies or materials as aforesaid, and shall cause to be inter- 
ested in any such contract or sale, any member, officer or agent 
of any corporation, municipality or institution, or give or offer 
any such person any reward or gratuity, toinfluence him or them 
in the discharge of their official duties, shall not be capable of 
recovering anything upon any contract or sale, in relation to 
which he may have so practiced, or attempted to practice cor- 
tuptly, but the same shall be void, and such parties shall be 
liable to conviction for a misdemeanor in the court of quarter 
sessions of the proper county, and shall be fined three times 
the amount so given or offered corruptly, if ascertained, and if 
not ascertained, any sum not exceeding five hundred dollars, in 
the discretion of said court. [Mar. 31, 1866, P. L. 399.] 


* See No. 33, p. 446. 


450 RELIGIOUS CORPORATIONS. 


41. No individual liability for debt.—The officers and 
stockholders of corporations organized under or accepting the 
provisions of this act, shall not be individually liable for the 
debts of said corporation, otherwise than in this (act) provided. 
[Apt. 29, 1874, /P. L975, Sea.) 


42. Married women eligible in religious societies.— 
In all cases married women shall be deemed and held qualified, 
or free from any disability on account of coverture, for appoint- 
ment and acting as corporators or officers of all associations 
incorporated heretofore, or that may be hereafter incorporated, 
for purposes of learning, benevolence, charity or religion. 
[ Apl. 9, 1879; Sa" P. ke sro 


43. Privileges conferred dependent upon accept- 
ance of constitution.—No general or special law shall be 
passed, conferring a benefit upon any corporation, unless such 
corporation shall have previously filed in the office of the 
auditor-general, the acceptance of the provisions of the consti- 
tution. [May 22,%676, $2, Pai eal 


44. Acceptance of constitution, how effected.—Such 
acceptance may be made by resolution, adopted at a regular or 
called meeting of the directors or trustees, or other proper offi- 
cers of any such corporation, which shall be certified under the 
seal of the corporation, and filed in the office of the auditor- 
general. [May 22, 1878, §2, P. L. 84.] 


45. Record of acceptance.—The auditor-general shall 
cause a copy of such resolution to be recorded in a book, to be 
kept for such purpose; and a transcript of the same, under the 
seal of the office, shall be evidence for all purposes. [May 22, 
1878, §3, P. L. 84.] 


46. Prior corporations may accept provisions of this 
act.—Any corporation or corporations for any of the purposes 
named and covered by the provisions of this act, heretofore 
granted by any special act or acts, or in existence under the 
provisions of any general law of this commonwealth, shall be 
entitled to all the privileges, immunities, franchises and powers 
conferred by this act upon corporations to be created under the 
same, upon filing in the office of the secretary of the common- 
wealth a certificate of a single corporation, or a joint certificate, 
if two or more corporations, incorporated for and doing the 
same kind of business, under the seal or seals of said corpora- 


PENNSYLVANIA, 451 


tion or corporations, accepting the provisions of the constitu- 
tion and of this act, duly authorized by a meeting of stock- 
holders called for that purpose; and upon such acceptance and 
approval by the governor, he shall issue letters-patent to said 
corporation, or if two or more corporations, to said corporations 
as one corporation, under such name as shall be designated by 
said corporation or corporations in said single or joint certifi- 
cate, together with the amount and capital, number of shares 
and par value thereof, as shall be designated by said corpora- 
tion or corporations in said certificate: Provided, That where 
two or more corporations shall make a joint certificate as afore- 
said, and letters-patent shall be issued to said new corporation, 
said corporations shall thenceforth be deemed, held and taken 
to be merged and consolidated, and be subject to all the limita- 
tions and liabilities of this act. [Apl. 29, 1874, § 26, P. L. 75.] 


47. Consolidation of corporations.—And if any two 
or more such corporations shall desire to consolidate and merge 
with each other, or one or more within the other, upon applica- 
tion to the court of common pleas of the county in which the 
corporation is situated, into which the one or more desired to 
merge or become consolidated with the same, proceedings shall 
take place as are required on an application to amend; and 
upon decree being made by said court, and the same being 
recorded in said county, upon the terms specified in said appli- 
cation, the said corporations, with all their rights, privileges, 
franchises, powers and liabilities, shall merge and be consoli- 
dated into, by the name, style and title given to the same in 
such degree, and upon the terms, limitations, and with the 
powers stated and conferred in said application and decree. 
[Jbid., § 42.] 


48. Secretary of state to publish list of charters.— 
It shall be the duty of the secretary of the commonwealth to 
prepare and publish, with every edition of the pamphlet laws, 
a certified list of all charters of incorporation filed in his office, 
and incorporated under the provisions of this act, stating the 
style, title, purpose and location of every such corporation, and 
he shall prepare and publish a complete alphabetical index to 
the same. [April 29, 1874, § 45, P. L. 107.] 


V. DissoLuTion oF CORPORATIONS. 


49. How dissolution effected. No diversion of trusts 
permitted.—lIt shall be lawful for any court of common pleas 


452 RELIGIOUS CORPORATIONS. 


of the proper county, to hear the petition of any corporation, 
under the seal thereof, by and with the consent of a majority 
of a meeting of the corporators, duly convened, praying for 
permission to surrender any power contained in its charter, or 
for the dissolution of such corporation; and if such court shall 
be satisfied that the prayer of such petition may be granted, 
without prejudice to the public welfare, or to the interests of 
the corporators, the court may enter a decree in accordance 
with the prayer of the petition, whereupon such power shall 
cease, or such corporation be dissolved Provzded, That the 
surrender of any such power shall not in anywise remove any 
limitation or restriction in such charter; and that the accounts 
of the managers, directors or trustees of any dissolved company 
shall be settled in such court, and be approved thereby; and 
dividends of the effects shall be made among any corporators 
entitled thereto, as in the case of assignees and trustees: Pro- 
vided further, That no property devoted to religious, literary 
or charitable uses shall be diverted from the objects for which 
they were given or granted: Provided, That the decree of said 
court shall not go into effect, until a certified copy thereof be 
filed and recorded in the office of the secretary of the common- 
wealth. [Apl. 9, 1856, §1, P. L. 293.] 


50. Courts which have jurisdiction. Notice.—The 
‘‘proper county” intended by said act, approved as aforesaid, 
may be at the option of any corporation praying for permission 
to dissolve in the way and manner in said act designated, either 
the county in which the principal operations of the corporation 
are conducted, or that county in which its principal office or 
place of business is located: Provided, That notice of said 
application shall be given, by publication in the papers in the 
county in which the principal operations are conducted, and 
that in which the principal office is located. [April 4, 1872, 
S12, P2 L40,] 


51. Sale of real estate, how effected.—Whenever it 
has occurred or shall happen that any corporation has been or 
shall be dissolved, whether by decree of court, expiration of 
time or otherwise, owning land or other real estate within this 
commonwealth, it shall and may be lawful for the court of 
common pleas of the county wherein the real estate is, or shall 
be located, upon the petition of any one or more of the share- 
holders or corporators, or their legal representatives, and per- 
sonal notice to, and service upon, all known parties in interest 


PENNSYLVANIA. 453 


whose places of residence are known, and such further notice 
by advertisement to others interested as the court may direct, 
if no reasonable and sufficient cause be shown to the contrary, 
to authorize the sale of such real estate, in fee simple, at either 
public or private sale, upon such terms as the court may desig- 
nate, by a trustee to be appointed for that purpose, which trus- 
tee, before making such sale, shall give security for the faithful 
application of the proceeds of such sale according to law, to be 
approved by the court, in double the probable value of the land 
to be sold, and the proceeds of such sale shall be distributed by 
the party making the same, as part of the effects of the defunct 
corporation, to creditors or shareholders, as the said court may 
adjudge them to be entitled, and if said corporation had made 
sale of real estate and had not conveyed the same, such court 
may decree conveyance in specific execution of such contract 
in manner aforesaid. [Apl. 15, 1891, P. L. 15.] 


52. Receiver may be appointed.—Whenever any cor- 
poration incorporated under the laws of this commonwealth 
shall be dissolved upon judgment of ouster upon proceedings by 
guo warranto in any court of competent jurisdiction, the said 
court, or in vacation any one of the law judges thereof, shall 
have power to appoint a receiver, who shall have all the powers 
of a receiver appointed by a court of chancery, to take posses- 
sion of all the estate, both real and personal thereof, and make 
distribution of the assets among the persons entitled to receive 
the same according to law. 

The powers of such receiver may continue as long as the 
court deems necessary for said purposes, and he shall be held to 
supersede an assignee of the corporation in possession. [Apl. 
26, 1893, §1, P. L. 26.] 


53. Act applies to corporations heretofore dissolved. 
—The provisions of this act shall also apply to any corporation 
that has been heretofore dissolved by judgment of ouster upon 
proceedings of guo warranto in any court of competent juris- 
diction, the affairs of which have not been settled and adjusted. 
[Apl. 26, 1893, §2, P. L. 26.] 


VI. Reticious SOcIeETIES. 
SpeciFic PROVISIONS, 


54. Registers to be evidence.—The registry now kept 
or which shall hereafter be kept by any religious society, in 


454 RELIGIOUS CoRPORATIONS. 


their respective meeting-book or books, of any marriage, birth 
or burial, within this province, or territories thereof, shall be 
held good and authentic, and shall be allowed of upon all occa- 
sions whatsoever. [1700, §1, 1 Sm., 20. | 


55. Real estate grants confirmed.—aAll sales, gifts or 
grants, made of any lands or tenements within the province of 
Pennsylvania to any person or persons in trust for sites of 
churches, houses of religious worship, schools, almshouses, and 
for burying-grounds, or for any of them, shall be and are hereby 
ratified and confirmed to the person or persons to whom the 
same were sold, given or granted, their heirs and assigns, in 
trust nevertheless, and for the use of the respective religious 
societies for whose use the same were at first sold, given, 
granted or purchased, according to the true intent and meaning 
of such gifts and grants. And every sale, gift, grant or devise 
of any such trustee or trustees, or any person or persons in 
whose name or names the said lands for erecting churches, 
houses of religious worship, schools, almshouses, or burying- 
grounds within this province, were purchased, taken or 
accepted, or the heirs or assigns of such trustees, shall be and 
are hereby declared to be for the sole use, benefit and behoof 
of the said respective societies who have been in the peaceable 
possession of the same for the space of twenty-one years next 
before the tenth day of June, in the year of our Lord 1730, or 
for whose use the same were at first given, granted or devised, 
and no other. [Feb. 6, 1730, §2, 1 Sm., 193. ] 


56. Lands may be held subject to denominational 
rules.—It shall and may be lawful for any religious denomina- 
tion or society within this commonwealth, to purchase, take, 
receive and hold, by deed, gift, grant or otherwise, lands or 
tenements, for the purpose of burial-grounds, churches, par- 
sonages, schoolhouses and almshouses, for any estate whatso- 
ever, and to have and to hold the same according to the respec- 
tive rules and disciplinary regulations of said religious societies. 
Provided, That nothing in this act contained shall be construed 
to permit any religious denomination or society, or any person 
in trust for them, unless specially authorized by its charter, to 
purchase, hold or take real estate, except for the purposes 
aforesaid. [Aug. 2, 1842, §32, P. L. 465.] 


57. No ecclesiastical person to have capacity to 
transmit property in succession.—No bishop, or other 


PENNSYLVANIA. 455 


ecclesiastic in any church shall hereafter hold any real or per- 
sonal estate in this commonwealth, with a capacity to transmit 
the title thereof to his successor in office, otherwise than as any 
other individual holding the same in his private or natural 
capacity might do; and any law conferring such capacity to 
transmit by operation of law, property to any successor in any 
ecclesiastical office, is hereby repealed; Provided, That this 
repeal shall not affect the validity of any titles now held, as 
aforesaid, but the same may be aliened or devised as property 
held by such ecclesiastical officer in his natural capacity, but 
for the like uses and trusts as the same would be subject to if 
this act were not passed. [Apl. 26, 1855, § 6, P. L. 331.] 


58. Property of corporations subject to the lay 
members.—Whensoever any property, real or personal, shall 
hereafter be bequeathed, devised or conveyed to any ecclesias- 
tical corporation, bishop, ecclesiastic or other person, for the 
use of any church, congregation or religious society, for relig- 
ious worship or sepulture, or the maintenance of either, the 
same shall not be otherwise taken and held, or inure, than sub- 
ject to the control and disposition of the lay members of such 
church, congregation, or religious society, or such constituted 
officers or representatives thereof, as shall be composed of a 
majority of lay members, citizens of Pennsylvania, having a 
controlling power, according to the rules, regulations, usages, 
or corporate requirements thereof, so far as consistent here- 
with; and no charter hereafter granted by any court, for any 
church, congregation or religious society shall be valid, without 
requiring such property to be taken, held and to inure, subject 
as aforesaid, except such religious society, who shall be com- 
posed exclusively of others than laymen, may have trustees or 
corporators of the same description of persons. [Apr. 26, 1855, 
§ 7, P. L. 331, as amended, June 2, 1887, P. L. 298.] 


59. Majority of unincorporated church may choose 
clerical trustees.—/rovided, That it shall be lawful for the 
majority of the male members, of lawful age, of any unincor- 
porated church, congregation, or religious society, to choose 
for their trustee or trustees any other person or persons than a 
layman, and whenever not previously declared, to declare the 
manner in which the title to their trust property shall be held 
and conveyed, subject, however, to all the terms and con. 
ditions upon which the same may have been bequeathed, 
devised or conveyed to such unincorporated church, congrega- 


456 RELIGIOUS CORPORATIONS. 


tion or religious society, and upon due proof of such consent, 
any court, having jurisdiction over trusts, may direct the legal 
title to be conveyed accordingly; but nothing herein contained 
shall authorize the diversion of any property from the purposes, 
uses and trusts to which it may have been heretofore lawfully 
dedicated, or to which it may hereafter consistently herewith, 
be lawfully dedicated. [J/dzd.] 


60. Amount of property held by aliens limited.— 
And provided, That no alien shall hereafter acquire and hold, 
either as trustee or in his own right, real estate of a greater 


annual value than is hereby limited to be held by a corporation. 
[ Loca. | 


61. Mortmain restriction.—No estate, real or personal, 
shall hereafter be bequeathed, devised or conveyed to any body 
politic, or to any person, in trust for religious or charitable 
uses, except the same be done by deed or will, attested by two 
credible, and, at the time, disinterested witnesses, at least one 
calendar month before the decease of the testator or alienor, 
and all dispositions of property contrary hereto shall be void; 
and go to the residuary legatee or devisee, next of kin or heirs, 
according to law; Provided, That any disposition of property 
within said period, dona fide made, for a fair valuable consider- 
ation, shall not be hereby avoided. [Apl. 26, 1855, $11, P. L. 
331] 


62. All gifts subject to act of 1855.—All dispositions 
of property hereafter made to religious, charitable, literary or 
scientific uses, and all incorporations or associations formed for 
such objects, shall be taken to have been made and formed 
under and in subordination to all the duties and requisitions of 
this act, as rules of property, and laws for their government. 
[Apl: 26, 2855, °S 15,82 lee seared 


63. Property illegally held to escheat.—All property 
hereafter acquired and held by persons, corporations or associ- 
ations, forbidden by this act to hold the same, or held contrary 
to the intent of this act, and all such hereafter acquired, and 
held beyond the limit prescribed as aforesaid by this act, shall 
escheat to this commonwealth; and upon the same being 
adjudged to have escheated, under proceedings in court, by guo 
qwarranto, in all respects as is provided by law in the case of the 
usurpation of any corporate franchise, the same shall be taken 
in possession and disposed of, and with the like compensation 


PENNSYLVANIA. 457 


to the person or persons informing and procuring the inquisi- 
tion, asin cases of property escheated for defect of heirs: Pro- 
vided, That no property now held, or hereafter lawfully 
acquired, shall afterwards become defeasible in title by reason 
of any subsequent rise in the value thereof; but such rise, after 
it shall occur, shall be taken into view to preclude a further 
acquisition, and holding beyond the limit aforesaid; and pro- 
vided, That the legislature may relieve, upon such terms as 
may be deemed just and for the public good, from any forfeit- 
ure as aforesaid, upon the payment to the party informing or 
prosecuting his actual expenses, and such further reasonable 
compensation as the legislature may prescribe. [Apl. 26, 1855, 


Bo, PB. L. 331.] 


64. Property or income illegally held, duty of the 
auditor-general.—It shall be the duty of the auditor-general, 
whenever he shall have reason to believe that any property 
shall be defeasibly held, and liable, upon office found, to accrue 
to the treasury, or that the income of any corporation or asso- 
ciation as aforesaid, shall exceed the limit allowed by law, to 
call upon any and all officers or trustees thereof, to make 
within thirty days, a true return and exhibit of all their prop- 
erty, and the annual income thereof; and if no return be made 
within such time, or the same be unsatisfactory to him, it shall 
be further his duty to cause to be filed a bill of discovery in 
the supreme court, or in any court of the proper county having 
equity jurisdiction, against the officers or trustees of any such 
corporation or association, which the defendants therein shall 
answer under the compulsion usual in such cases; and their 
answers may be used in any proceeding to assert the rights of 
the commonwealth. [Apl. 26, 1855, $14, P. L. 331.] 


65. Certain purchases of real estate confirmed.— 
When, under existing laws, any religious corporation shall 
apply to the court of common pleas for an amendment or alter- 
ation of their charter, so as to acquire and hold real estate, and 
after decree and amendments are recorded and shall become a 
part of the charter of the said corporation, then such real 
estate which was purchased by and conveyed unto said corpora- 
tion, before amendment of their charter shall inure and vest in 
said corporation, with the same force and effect as if originally 
empowered to hold and acquire real estate: Provided, That no 
inquisition shall have been taken against the real estate so held 
to escheat, previous to the amendment of such charter; and 

33 


458 RELIGIOUS CORPORATIONS. 


provided further, That such real estate shall not exceed the 
amount in value which religious corporations are allowed to 
hold by charter. [Apl. 11, 1879, §1, P. L. 22.] 


66. Trust in favor of churches, etc., not to fail for 
want of trustee.—No disposition of property heretofore or 
hereafter made for any religious, charitable, literary or scien- 
tific use, shall fail for want of a trustee, or by reason of the 
objects being indefinite, uncertain or ceasing, or depending 
upon the discretion of a last trustee, or being given in per- 
petuity or in excess of the annual value hereinbefore limited, 
but it shall be the duty of any orphans’ court, or court having 
equity jurisdiction in the proper county, to supply a trustee, 
and by its decrees to carry into effect the intent of the donor or 
testator, so far as the same can be ascertained and carried into 
effect consistently with law or equity; for which purpose the 
proceedings shall be instituted by leave of the attorney-general 
of the commonwealth, on the relation of any institution, asso- 
ciation, corporation not for profit or individual, desirous of car- 
rying such disposition into effect, and willing to become respon- 
sible for the costs thereof, subject to an appeal as in other cases 
in said courts respectively, and to be reviewed, reversed, 
affirmed or modified by the supreme court of this State; but if 
the objects of the trust be not ascertainable, or have ceased to 
exist, or such disposition be in excess of the annual value per- 
mitted by law, or in perpetuity, such disposition, so far as ex- 
ceeding the power of the courts to determine the same by the 
rules of law or equity, shall be taken to have been made sub- 
ject to be further regulated and disposed of by the legislature 
of this commonwealth, in manner as nearly in conformity with 
the intent of the donor or testator and the rules of law against 
perpetuities as practicable, or otherwise to accrue to the public 
treasury for the public use: Provided, That this act as amended 
shall not apply to any case which has been adjudicated prior to 
the adoption of this amendment. [Apl. 26, 1855, §10, P. L. 
331, as amended, May 23, 1895, P. L. 114, supp. 2536. ] 


67. On failure of provisions of wills property to 
be distributed to heirs.—In the disposition of property by 
will made or to be made for any religious, charitable, literary, 
educational or scientific use or purpose, if the same shall be 
void for uncertainty, or the object of the trust be not ascertain- 
able, or has ceased to exist, or be an unlawful perpetuity, such 
property shall go to the heirs at law and next of kin of the 


PENNSYLVANIA 459 


decedent, as in the case of persons who have died or may die 
intestate. [July 7, 1885, P. L. 259.] 


68. Trusts for religious uses to be put into effect 
by the courts.—No disposition of property heretofore or here- 
after made for any religious or charitable use, shall fail for want 
of a trustee or by reason of the objects ceasing, or depending 
upon the discretion of a last trustee, or being given in perpet- 
uity, or in excess of the annual value limited by law; but it 
shall be the duty of any court having equity jurisdiction in the 
proper county, to supply a trustee, and by its decrees to carry 
into effect the intent of the donor or testator, so far as the same 
can be ascertained and carried into effect consistently with law 
or equity, subject to an appeal as in other cases in said courts 
respectively, and to be reviewed, reversed, affirmed or modified 
by the supreme court of this State: Provided, however, That 
the provisions of this act shall not apply to causes now in litiga- 
tion. [May 9, 1889, P. L. 173.] 


69. Limit upon property of unincorporated societies. 
—It shall not be lawful for any unincorporated literary, relig- 
ious or charitable society, church, association or congregation 
hereafter to acquire and hold, either in the associate name, or 
that of trustees, or otherwise, real or personal property that in 
the aggregate is of a greater yearly value than, if incorporated, 
it would be, allowed to hold, under the general laws of this 
commonwealth for incorporating such associations; nor shall it 
be lawful for any corporation incorporated under any law of 
this State, hereafter to acquire and hold through any trustee or 
trustees, or by any other device whatsoever, real or personal 
estate to a greater amount or value than such incorporation is 
by its charter allowed to hold: Provided, That any property 
now held as aforesaid, in excess of such value, shall not be 
hereby invalidated or prejudiced, in title or otherwise. [Apr. 


26, 1855, $4, P. L. 331.] 


70. Limit upon property of religious societies. 
Method of ascertaining excess.—Any literary, religious, 
charitable or beneficial society, congregation, association or 
corporation, having capacity to take and hold real and personal 
estate within this commonwealth, may acquire and hold the 
same to the extent in the aggregate of the clear annual value 
of five thousand dollars, and to no greater extent, without an 
express legislative sanction; and in ascertaining such value, 


460 RELIGIOUS CORPORATIONS. 


all vacant lots or lands shall be taken to be of the annual value 
at which such lots or lands could be let upon ground rent, or at 
the interest of the price at which they would sell for cash and 
without sacrifice; and if occupied and yielding rent or income, 
then as of the annual value of such rent or income, or of the 
valuation as vacant ground, in manner aforesaid, whichsoever 
shall be of the greater amount; but no edifice used for worship, 
education or an hospital, or the unproductive ground contained 
within the curtilage of such building, shall be included in such 
valuation: Provided, That no bona fide purchaser, for a valu- 
able consideration, shall take a defeasible title by reason of the 
grantors having held property in excess of the limit aforesaid: 
and provided, That any property now held as aforesaid, in 
excess of such value, shall not be hereby invalidated or preju- 
diced in title or otherwise. [Apr. 26, 1855, § 8, P. L. 331.] 


71. Limit increased to $30,000.—That any literary, 
religious, charitable, or beneficial society, congregation or cor- 
poration having capacity to take and hold real and personal 
estate within this commonwealth, may acquire and hold the 
same to the extent in the aggregate of the clear yearly value of 
thirty thousand dollars ($30,000), and to-no greater extent, 
without an express legislative sanction. Such value shall be 
ascertained as provided by the act to which this isa supple- 
ment,, Apt. 22, 1889, P. I. 42:)| 


72. Court may extend property limit in its discre- 
tion.—It shall be lawful for any corporation formed for a 
religious, educational, literary, scientific or charitable purpose 
to file its petition in the court of common pleas of the county 
where the principal office or place of business of such corpora- 
tion is located, setting forth that the amount of property, real 
and personal, which said corporation by law is authorized to 
hold, is insufficient to enable it to fully and properly accomplish 
the religious, educational, literary, scientific or charitable work 
or purpose for which it was formed, and thereupon it shall be 
the duty of the court to which said petition is presented to make 
inquiry into the truth of the matters alleged in the petition, and 
if, upon such inquiry, the court is satisfied of the truth of the 
matters so alleged, and that the prayer of the petition can be 
allowed without injury to the public welfare, then it shall be 
lawful for the court to enter a decree extending and defining 
the amount of property, real and personal, which such corpo- 
ration shall be permitted to hold. [June 6, 1893, P. L. 324.] 


PENNSYLVANIA, 461 


73. Limit as to property not to apply in certain 
cases.—In all cases of hospitals, schools, charitable, literary 
and religious institutions of all kinds, prohibited by their 
respective charters or by-law from holding real estate, or lim- 
ited as to the amount thereof, the said prohibition or limitation 
shall not be taken to extend to purchases made by corporations 
such as aforesaid, at sheriffs’, masters’ or marshals’ sales of real 
estate, on which the party purchasing may hold a mortgage, 
judgment or ground-rent, when such purchases are made to 
protect their respective interests ; and deeds made to them 
respectively as such purchasers, by sheriffs, masters or marshals 
making the sales, shall convey to the said purchasers respec- 
tively a good and indefeasible title to any and all real estate so 
purchased, as if no prohibition or limitation as to the purchase 
of real estate existed in their respective charters or in the law: 
Provided, That all real estate bought by any corporation such 
as aforesaid, under the provisions of this act, in excess of the 
quantity they are allowed by law, or their respective charters, 
to hold, shall be sold by said corporations, either on ground- 
rent or otherwise, within ten years from the purchase so made 
as aforesaid. [May 13, 1879, §1, P. L. 60.] 


74. Restriction on accumulation of income.—To 
avert the evil of an indefinite increase of the property in mort- 
main and perpetuity, it shall not be lawful for any religious, 
charitable, literary or scientific society, association, or corpora- 
tion, present or future, to accumulate income into capital or 
invested estate, so as that the clear annual value thereof, as 
regards future acquisitions with those now held, shall exceed 
the limitation hereinbefore contained, and as regards acquisi- 
tions now held by or for any such body, shall not exceed said 
annual amount, except as the property now held does, or being 
made more productive, may exceed such amount, but all such 
clear income, after such amount of capital or invested estate 
shall be attained, shall be expended annually in and for the 
purposes, uses and trusts upon and for which the property pro- 
ducing it is held; and if there be not objects within the intent 
of such purposes, uses and trusts sufficient to exhaust such in- 
come, it shall be the duty of such body or association holding 
such property, to apply to the legislature for authority to ex- 
pend the income thereof upon such practicable objects as shall 
most nearly conform to the intent of the uses and trusts upon 
which such property is held, and in default thereof, such income 


462 RELIGIOUS CORPORATIONS. 


as shall not be so expended in execution of its trust, shall be 
paid into the treasury of the commonwealth: Provided, That 
this section shall not be taken as intended to apply to any cor- 
poration or trust, if any there be, placed by contract beyond 
such legislative requisition. [Apr. 26, 1855, §12, P. L. 331.] 


75. State officers to keep accounts of moneys paid 
to the State.—It shall be the duty of the State treasurer and 
auditor-general to keep distinct and clear accounts of all 
moneys which shall accrue to the treasury under this act, that 
the same may, by the legislature, be applied to objects within 
the purpose of the trust thereof, should such objects arise, or 
to other objects as.near as practicable to the intent of such 
trust, but without interest to be paid thereon by the treasury. 


[Apr 26,1855 Sire Poles | 


76. Certain real estate may be held, to be sold 
within five years.—That it shall and may be lawful for any 
corporation incorporated under the laws of this State, or of any 
other State of the United States, to take, have, and hold real 
estate heretofore given or devised, or hereafter given or devised, 
to such corporation to be used for any religious or charitable 
purposes; Provided, That nothing herein contained shall be 
taken to relieve such real estate from being taxed in like 
manner with other real estate within this commonwealth; and, 
provided, further, That all real estate held under the provisions 
of this act shall be sold by such corporations within five years 
from the time the right of possession shall accrue to such cor- 
poration. [June 81891, PY lara 


77. Corporations for religious uses may vest prop- 
erty in trustees, so as to avoid waste or incumbrance. 
—That any corporation or trustees for charitable uses owning 
any property dedicated to religious or charitable purposes, such 
as churches, school-houses, parsonages, hospitals, almshouses 
and the like, may, for the purpose of protecting the said prop- 
erty from liability to debt thereafter contracted on the part of 
the corporation or persons having the control or management 
of the charity, vest their property in trustees upon trust for 
the use of the congregation or members of the corporation for 
the time being as places of worship, or for use as school-houses 
or residence for the minister or pastor of the congregation, or 
for the maintenance of any charity, and when the trustees shall 
be so vested by deeds duly recorded, the property thus con- 


PENNSYLVANIA, 463 


veyed, so long as it is used for the purposes above mentioned 
and is not used for any secular purpose, or for a purpose from 
which profits are derived, shall not be liable to any debts, con- 
tracts or engagements of the corporation or congregation 
thereafter made or entered into, but shall be deemed and taken 
to be freed therefrom in the same manner and with like effects 
as if the same had been conveyed or devised to the trustees by 
a stranger in trust for the uses of the congregation or corpora- 
tion, but so that the same shall not be liable to their debts, 
contracts or engagements, nor to their control for any purpose 
other than for the uses of the same as places of worship, or as 
free schools or schools from which no pecuniary profits are 
derived, or as a residence for the minister or pastor of the con- 
gregation, or for the maintenance of the charitable purpose for 
which it was dedicated or intended by the donors or contribu- 
Mere, | Apr. 10, 1893, §1, P. L. 14.] 


78. Trustees and officers shall be personally liable 
unless they shall notify contractor.—All trustees and 
officers of corporations having the management of property for 
charitable uses which is held in trust under the provisions of 
section one,* contracting debts or causing them to be con- 
tracted in the improvement of the property by building thereon, 
shall be personally liable for the debts thus contracted, unless 
they shall have notified the persons with whom the contract is 
made that the property is not liable for the debts contracted in 
building thereon, but there shall be no liability to any one but 
to the person with whom a contract is made by the trustees or 
corporation. [April 10, 1893, $2, P. L. 14.] 


79. Mortgage, power to.t—It shall be lawful for all 
corporations to borrow money or to secure any indebtedness 
created by them, by issuing bonds, with or without coupons at- 
tached thereto, and to secure the same by a mortgage or mort- 
gages to be given and executed to a trustee or trustees, for the 
use of the bondholders, upon their real estate and machinery, 
or on their real estate alone, to an amount not exceeding one- 
half of the capital stock of the corporation paid in, and at a 
rate of interest not exceeding six per centum. [May 21, 1889, 
Sears, 257.) ..: « 


*See No. 77, p. 462. 
+ The question has been raised, but not settled, as to whether this section applies to 
corporations, such as churches, which have no capital stock. 


464 RELIGIOUS CORPORATIONS. 


BuriaL GROUNDS. 


80. The provisions relating to the acquisition, manage- 
ment and sale of burial grounds are numerous, are not directly 
connected with the main object of this volume, and are to be 
found in Brightley’s Purdon’s Digest of the Statute Law of 
Penna., pp. 274-278, and in the Act of June 7, 1895, P. L. 181. 


Y. M. Curistian ASSOCIATIONS. 


81. The provisions for the organization, etc., of Young 
Men’s Christian Associations are contained in the Act of May 
9, 1999, P. Li. 763. 


RHODE ISLAND. 


CONSTITUTION. 
ArTICLE IV. 
[In effect, May 9, 1843.] 


1. General laws to be passed.—17. Hereafter, the 
General Assembly may provide by general law for the cre- 
ation and control of corporations. [As amended, Nov., 1892. ] 


GENERAL LAWS, 1896. 


Cuap. CLXXVI. Or Incorporation. Cuass III. Mis- 
CELLANEOUS CORPORATIONS. 


2. Articles, contents of. Fees. Certificates.—rr. 
All... . corporations formed for... . religious... . 
purposes, not organized for business purposes... . shall be 
created in the following manner, viz.: Five or more persons of 
lawful age shall associate by written articles which shall 
express: 

First. Their agreement to form said corporation; 

Second. The name by which it shall be known, which 
name shall not then be in use by any existing corporation of 
the State; 

Third. The purpose for which it is constituted; 

Fourth. The town or city in which it is to be located. 

Said agreement shall be signed and acknowledged by all 
the members named therein, and shall prescribe the manner in 
which the first meeting shall be held and organized. Said 
agreement shall be filed in the office of the secretary of state, 
and said persons shall pay a fee of five dollars into the general 
treasury of the State. When said agreement has been so filed, 
together with the certificate of the general treasurer that the 
fee of five dollars has been paid, and the sum of one dollar has 
been paid to said secretary of state for the certificate herein- 
after required, the secretary of state shall thereupon issue to 


(465) 


466 . RELIGIous CORPORATIONS. 


said corporation his certificate, under the seal of the State, 
substantially in the following form: 


‘‘STaTEeE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS. 


‘“‘T. .. , secretary of state, hereby certinyaimaneumere 
insert names of all the corporators) have filed in the office of 
secretary of state their agreement to form a corporation under 
the name of (here insert name of corporation) for the purpose 
(here insert purpose) in accordance with law, and have also 
filed the certificate of the general treasurer that they have paid 
into the general treasury of the State the fee required by law. 

‘‘Witness my hand and the seal of the State of Rhode 
Island this day of in the year o 


3. Certificate confers powers. Chapter 177 applic- 
able.*—12. When said certificate has been issued as aforesaid 
said corporators shall be authorized to carry out the purpose of 
such agreement with all the powers and subject to all the 
duties and liabilities as provided herein and in chapter one 
hundred seventy-seven and all amendments thereof and addi- 
tions thereto, so far as not inconsistent with the provisions of 
this chapter, and so far as the provisions of said chapter one 
hundred seventy-seven shall be applicable to such corporation. 


4. Property. Limitation on.—13. Said corporation 
shall be entitled to take, hold, transmit and convey real and 
personal estate to an amount not exceeding in all one hundred 
thousand dollars. But if such corporation desires to take and 
hold property to an amount exceeding one hundred thousand 
dollars either originally or by amendment, such privilege shall 
be granted only by the General Assembly on petition thereto. 


5. Amendments to articles, how effected.—14. Such 
agreement may be amended in any particular not inconsistent 
with the provisions of this chapter, excepting as provided in the 
preceding section, by vote of the corporation and the filing in 
the office of the secretary of state a copy of such vote duly 
attested by the president and secretary of said corporation. 


6. Articles and certificates as evidence.—15. Copies 
of agreements to form corporations, when formed by agree- 
ment, or any amendment thereof, and the fact of their being 
filed in the office of the secretary of state and the date of such 


*See No. 7, p. 467- 


bd Ruope IsLanp. 467 
filing, and the filing of the certificate of the general treasurer, 
shall, when certified to by the secretary of state, be received 
in evidence before any court, tribunal or authority. 


Cuap. CLXXVII. Provisions REesPpecTING CORPORATIONS 
IN GENERAL.* 


7. General powers.—1:. All corporations shall, when- 
ever no other provision is specially made, have perpetual suc- 
cession, may make and use a common seal and break, alter and 
renew the same, be capable of taking, holding, transmitting 
and conveying property, real or personal, in their corporate 
mame, may sue and be sued, appear, prosecute and defend 
actions and suits to final judgment and execution in any court 
or elsewhere; may elect, in such manner as they shall deter- 
mine to be proper, all necessary officers, and may fix their com- 
pensation and define their duties and obligations; and may 
make by-laws and regulations, consistent with law, for their 
government and for the due and orderly conducting of their 
affairs and the management of their property. 


8. What may be included in by-laws.—3. Corpora- 
tions may, by their by-laws, where no other provision is 
specially made, determine the manner of calling and conduct- 
ing meetings, .... ; and the tenure of office of the several 
officers; and they may annex suitable penalties to such by-laws, 
not exceeding in any case the sum of twenty dollars for any 
one offense; but no such by-law shall be made by any corpora- 
tion repugnant to the provisions of its charter or articles of 
association, or amendments thereof, or to generallaw.... 


9. First meeting.—4. The first meeting of all corpora- 
tions, except of banks, shall, unless otherwise provided for, or 
unless notice be waived by all the corporators in writing, be 
called by a notice signed by any one or more of the corpora- 
tors, setting forth the time, place and objects of the meeting; 
.. .. and such notice shall, seven days at least before the 
meeting, be delivered to each member or published in some 
newspaper of the county where the corporation may be estab- 
lished, or if there be no newspaper in the county, then in 
some newspaper of an adjoining county: Provided, That 
notice of the first meeting of incorporated religious societies 
may be affixed to the door or some other conspicuous part of 


* See No. 3, p. 466. 


468 RELIGIOUS CORPORATIONS. * 


their meeting house or usual place of assembling for religious 
purposes. 


10. Mode of proceeding when no person authorized 
to call or preside at legal meeting.—s5. Whenever, by 
reason of the death or absence of the officers of any corpora- 
tion or other legal impediment, there shall be no person duly 
authorized to call or preside at a legal meeting thereof, any jus- 
tice of the peace in the county where such corporation is estab- 
lished may, on a written application of three or more of the 
members thereof, issue a warrant to either of said members, 
directing him to call a meeting of said corporation by giving 
such notice as has been previously required by law; and the jus- 
tice may in the same warrant direct such person to preside at 
such meeting until a clerk shall be duly chosen and qualified, 
if there shall be no officer present legally authorized to preside 
thereat. 


11. Power of corporation when assembled.—6. Such 
corporation, when so assembled, may elect officers to fill vacan- 
cies then existing, and may act upon such other business as 
might by law be transacted at regular meetings of the corpora- 
tion. 


12. Incorporation valid, though annual meeting not 
held.—7. The existence of any corporation shall aot be im- 
paired by a failure to hold an annual meeting for the election 
of officers, or a failure to elect officers at the time prescribed by 
the charter, articles of association or by-laws of the corpora- 
tion; but such election may be held at a subsequent meeting 
of the stockholders, duly notified for that purpose. 


13. Bequests for religious purposes in excess of limit 
of property, how secured to corporation.—8. In case 
any real or personal estate shall hereafter be given by will to 
any corporation to hold for any charitable uses or purposes 
authorized or permitted by the charter of said corporation or 
any amendment thereof, or by law, and such corporation, but 
for the provisions of this section, would not be able to take or 
hold the same or some part thereof on account of the limita- 
tion as to the amount of property of said corporation pre- 
scribed by the charter or any amendment thereof, then in 
every such case it shall be lawful for such corporation to take 
and hold such real and personal estate, or such part thereof as 
aforesaid, upon conditions subsequent, nevertheless, that such 


RuopE IsLAnD. 469 


corporations shall obtain from the general assembly authority 
to take and hold real and personal estate to an amount large 
enough to include, in addition to its other property, the prop- 
erty given to such corporation by will as aforesaid, and that the 
application to the General Assembly, shall be made within one 
year from the final probate of the will under which the gift is 
taken as aforesaid 


14. Corporations, when to continue three years after 
expiration of charter.—9. Corporations whose charters 
shall expire by their own limitation, or shall be annuiled by 
forfeiture or otherwise, shall nevertheless be continued bodies 
corporate for the term of three years after the time when they 
would have been so dissolved, for the purpose of prosecuting 
and defending suits by or against them, and of enabling them 
to settle and close their concerns, to dispose of and convey 
their property and to divide their capital stock; but not for the 
purpose of continuing the business for which such corporations 
have been or may be established. 


15. Charters may be amended.—2z2. Every corporation 
hereafter created shall be subject to the provisions of this chap- 
ter, and its charter or articles of association may be amended 
or repealed at the will of the General Assembly. 


16. Limit of time for organization.—23. Corporations 
created by charter, if no time is limited therein, shall be 
organized within two years from the passage of their respective 
acts of incorporation. The charters of all corporations failing 
to comply with the provisions of this section shall become void. 


17. Certificate of organization, when filed.— 24. 
Every corporation created by charter, hereafter organized, 

. Shall, within thirty days after organization, ... . file 
in the office of the secretary of state a certificate, under oath 
of its treasurer or such officer as may be duly authorized by the 
corporation to make the same, setting forth the name of the 
corporation, the date of organization, .... the town in which 
such corporation is located and the name and post-office 
address of its treasurer, 


18. Dissolution, proceedings for.—z7. Whenever any 
corporation is insolvent, . . . . or whenever any corporation 
has done or omitted to do any act, which act or omission is 
ground for the forfeiture of its charter at law, the appellate 


470 RELIGIOUS CORPORATIONS. 


division of the supreme court may, upon the petition of any 
stockholder or creditor of such corporation, and upon such rea- 
sonable notice as the court may prescribe, decree a dissolution of 
such corporation and appoint a receiver of its estate and 
effects, or may appoint such receiver without decreeing a disso- 
lution. 


19. Receiver, powers of.—z28. Such receiver shall take 
charge of the estate and effects of such corporation and collect 
the debts and property due and belonging to it, sell, and con- 
vert such property into cash ; with power to prosecute and de- 
fend suits in its name or otherwise, to appoint agents under 
him, and to do all other acts, which might be done by such cor- 
poration, that may be necessary for the final settlement of its 
unfinished business and the winding up of the corporation. 
The powers of such receiver may be continued as long as the 
court deems necessary for said purpose. 


20. Assets, distribution of.—z9. The receiver shall pay 
all debts due from such corporation, if the funds in his hands 
are sufficient therefor; and if not, he shall distribute the same 
ratably among the creditors who prove their debts in the man- 
ner directed by any order or decree of the court for that pur- 
pose. If there is a balance remaining after the payment of 
the debts, the receiver shall distribute and pay it toand among 
the stockholders of the corporation, or their legal representa- 
tives. 


21. Jurisdiction of court.—30. The court shall have 
jurisdiction in equity of the application and of all questions 
arising in the proceedings thereon, and may make such orders 
and injunctions and decrees therein as justice and equity 
require, 


SOUTH CAROLINA. 


CONSTITUTION. 
Art. III. Lercistative DEPARTMENT. 
[In effect, Dec. 31, 1895. ] 


1. Special laws not to be enacted, except where 
required by terms of gifts—34. The General Assembly 
of this State shall not enact local or special laws. .... 

IV. Toincorporate educational, religious, charitable, . 
or banking institutions, not under the control of the State, or 
amend or extend the charters thereof. 

XII. The General Assembly shall forthwith enact general 
laws concerning said subjects for said purposes, which shall be 
uniform in their operations: Provided, That nothing contained 
in this section shall prohibit the General Assembly from enact- 
ing special provisions in general laws. 

XIII. The provisions of this section shall not apply to 
charitable and educational corporations where, under the terms 
of a gift, devise or will, special incorporation may be required. 


ArT. IX. CoRPORATIONS. 


2. Two-thirds vote needed for special charter.—z. 
No charter of incorporation shall be granted, changed or 
amended by special law. .... Provided, That the General 
Assembly may by a two-thirds vote of each house on a concur- 
tent resolution allow a Bill for a special charter to be intro- 
duced, and when so introduced may pass the same as other 
Bills. 


3. Religious corporations need not maintain an 
agent.—4. Every corporation organized or doing business in 
this State, other than religious, educational or benevolent asso- 
ciations, shall have and maintain at least one agent in this 
State upon whom process may be served, and at least one pub- 
lic office for the transaction of its business. 

(471) 


472 RELIGIOUS CORPORATIONS, 


REVISED STATUTES, 1893. 


Cuap. XLVIII. Provisions ApPpLicaABLE TO CORPORATIONS 
GENERALLY. 


4. All charters subject to amendment or repeal.— 
1499. It shall be deemed a part of the charter of every corpo- 
ration created under the provisions of any general law, and of 
every charter granted, renewed or amended by act or joint 
resolution of the General Assembly (unless such act or joint 
resolution shall, in express terms, declare the contrary), that 
such charter, and every amendment and renewal thereof, shall 
always remain subject to amendment, alteration or repeal by 
the General Assembly. 


5. Bond of treasurer.—1501. The treasurer of any 
corporation in this State shall give bond in such sum and with 
such sureties as shall be required by the by-laws for the faith- 
ful discharge of his duty. 


6. Powers of private corporations.—1504. Every 
private corporation as such has power: 

1. To have succession, by its corporate name, for the 
period limited in its charter; and when no period is limited, in 
perpetuity, 

2. To sue and be sued. 

3. To usea common seal, and toalter the same at pleasure. 

4. To hold, purchase, lease, mortgage or otherwise dispose 
of and convey such real and personal estate as is limited by its 
charter; and if not so limited, such an amount as the business 
of the corporation requires. 

5. To appoint such subordinate officers and agents as the 
business of the corporation requires, prescribe their duties and 
fix their compensation. 

6. To make by-laws, not inconsistent with any existing 
law, for the transfer of its stock, the management of its prop- 
erty, or the regulation of its affairs. 

7. To declare and create, by appropriate by-laws, a lien on 
the stock of any stockholder in such corporation, for such sum 
as the stockholder is or may be indebted to such corporation for 
his subscription to stock therein. 


7. Majority forms board.—1505. When the corporate 
powers are directed to be exercised by any particular body or 


—_—=- 


SoutH CAROLINA. 473 


number of persons, a majority of such body or persons, unless 
it is otherwise provided, form a board for the exercise of such 
powers. 


8. Must organize in two years.—1506. If any private 
corporation hereafter created by the General Assembly or incor- 
porated under any law does not organize and commence the 
transaction of its business within two years from the date of its 
incorporation, its corporate powers shall cease. 


9. Corporations may recover debts from members. 
—1512. All bodies corporate, in any court in this State, may 
sue for, recover and receive from their respective members 
all arrears or other debts, dues and demands which now are or 
hereafter may be owing to them, in the like mode, manner and 
form as they might sue for, recover and receive the same from 
any indifferent person who might not be one of their body; any 
law, usage or custom to the contrary thereof in any wise not- 
withstanding. 


CHARITABLE, SocIAL AND RELIGIOUS SOCIETIES. 


10. How formed. Contents of declaration. Record 
of certificate.—1534. Two or more persons desiring to form 
themselves into a church, cemetery company, .... or any 
charitable, social, educational or religious society, may file with 
the clerk of the court of the county wherein they reside a 
written declaration, signed by themselves, setting forth: 

1. The names and residences of the members. 

2. The name of the proposed corporation, the place at 
which it is proposed to locate it, and the general purpose of the 
corporation. 

3. Any other matters which it may be desirable to set forth 
in the organic law. And thereupon the said clerk shall issue to 
such persons a certificate that they are incorporated for the 
purposes set forth in said declaration under the name therein 
mentioned. The certificate shall be recorded in the office of 
the register of mesne conveyance for the county in which the 
said association is located. 


ll. Powers of religious corporation.—1535. Such 
corporation shall have the following powers: 
1. To make by-laws not inconsistent with the laws of this 
State or the United States. 
34 


474 RELIGIOUS CORPORATIONS. 


2. To have and use a common seal and the same to change 
at pleasure. 

3. To sue and be sued, plead and be impleaded. 

4. To have, hold and keep such real and personal property 
as may be proper and necessary for corporate purposes, and the 
same to sell, alien, mortgage or otherwise dispose of at the 
will of said corporation. 

5. And any other powers common to such corporations and 
consistent with the laws of the land. 


Cuap. LIII. Unincorporatep JoINT STOCK AND OTHER 
ASSOCIATIONS. 


12. Unincorporated associations; by what name 
may be sued.—1776. All unincorporated associations may 
be sued and proceeded against under the name and style by 
which they are usually known, without naming the individual 
members of the association. 


13. On whom process may be served.—1777. Pro- 
cess served on any agent of any unincorporated association 
doing business in this State, under the name and style by which 
it is usually known, shall be sufficient to make such association 
a party in any court of record in the county in which such 
agent may be served. 


14. Liability under final process.—:i778. On judg- 
ment being obtained against such association under such pro- 
cess, final process may issue to recover satisfaction of such 
judgment, and any property of the said association, and the 
individual property of any copartner or member thereof, found 
in the State, shall be liable to judgment and execution for satis- 
faction of any such judgment, 


- 


SOUTH DAKOTA. 


CONSTITUTION. 
ARTICLE XVII. 
[In effect, Nov. 2, 1889. ] 


1. General laws to be passed for corporations.—tr. 
No corporation shall be created or have its charter extended, 
changed or amended by special laws except those for charitable, 
educational, penal or reformatory purposes, which are to be and 
remain under the patronage and control of the State; but the 
legislature shall provide by general laws for the organization 
of all corporations hereafter to be created. 


2. Cumulative voting permitted.—s5. In all elections 
for directors or managers of a corporation each member may 
cast the whole number of his votes for one candidate, or distri- 
bute them upon two or more candidates as he may prefer. 


3. Can engage only in authorized business. Limit 
on real estate.—7. No corporation shall engage in any busi- 
ness other than that expressly authorized in its charter, nor 
shall it take or hold any real estate except such as may be 
necessary and proper for its legitimate business. 


4. Power of legislature over charters.—9. The legis- 
lature shall have the power to alter, revise or annul any charter 
of any corporation now existing and revokable, at the taking 
effect of this constitution, or any that may be created, when- 
ever in their opinion it may be injurious to the citizens of this 
State, in such manner, however, that no injustice shall be done 
to the incorporators. No law hereafter enacted shall create, 
renew or extend the charter of more than one corporation, 


STATUTES OF DAKOTA.* 


5. Territorial laws recognized.—‘‘All laws in force in 
the Territory of Dakota at the date of the admission of the 


*There is no published compilation of the laws of South Dakota. The sections here 
given are from the volume containing the Compiled Laws of the Territory of Dukota. 
All changes in such laws are given. A Civil Code has been adopted but not printed, in 
which the only substantial change is in the enumeration of the sections, 


(475) 


476 RELIGIOUS CORPORATIONS. 


State of South Dakota into the Union, and not repugnant to 
or inconsistent with the constitution of the said State shall 
continue and be in full force and effect until altered, amended, 
or repealed.” [Chap. 105, Laws 1890. | 


COMPILED LAWS, 1887.* 
Cuap. III. Corporations. 


6. Purposes.—zg0o0. Private corporations can be formed 
by the voluntary association of three or more persons, upon 
complying with the provisions of this chapter, for the following 
purposes, namely: mining, manufacturing, . . . . and for any 
other lawful business; for colleges, seminaries, churches, libra- 
ties, benevolent, charitable and scientific associations; .. . 
[As amended, Feb. 6, 1893. ] 


7. Number of trustees.—3136. Persons associated to- 
gether for religious, educational, benevolent, charitable or 
scientific purposes, may elect such number of trustees or direc- 
tors, not less than three (3), as they may in their articles of in- 
corporation provide and may incorporate themselves as gener- 
ally provided for in this chapter. [As amended, March 1, 1895, 
Civil Code, § 536. | 


8. Elections of trustees and by-laws subject to 
denominational regulations.—3144. The board of trustees 
or other officers of any church or religious corporation may be 
chosen, and the by-laws of any such church or corporation 
adopted or amended, at such time, by such vote, for such terms 
and in such manner, as may be in conformity to the rules, 
usage, general discipline or custom of such church or corpora- 
tion. [As amended, Mar. 1, 1895. | 


DEFECTIVE ARTICLES OF INCORPORATION. 


[Act of Mar. 8, 1890. ] 


9. Defective articles validated.—1. All corporations 
organized under general law in whose certificates or articles of 
incorporation there is an omission of any matter required to be 
therein stated, or which are defectively executed or acknowl- 
edged or in which any other informality exists, are hereby de- 


*See North Dakota, pp. 384 to 399. Except as hereafter noted, the provisions for 
both States are identical. 


Soutu Dakota. 477 


clared to be and to have been corporations from the time of filing 
such certificate in the same manner and to the same effect and 
intent as if such certificate or articles were without fault, and 
all such certificates or articles are hereby validated and declared 
to be legal and have the same force and effect as if they were 
free from all fault or defect. 


10. Corporations affected subject to constitution.— 
2. All corporations heretofore organized, affected by this act, 
shall hereafter hold their charters and exist, subject to the pro- 
visions of the constitution of the State of South Dakota. 


AMENDMENT OF ARTICLES. 
[Act of Feb. 20, 1890. ] 


ll. How effected.*—1. ... . Provided, further, That 
religious and benevolent corporations organized under the laws 
of the Territory of Dakota, of (or) State of South Dakota, may 
amend their articles of incorporation at any meeting of their 
trustees, regularly called, in such particulars as such trustees 
may deem necessary for the better accomplishment of the ob- 
jects for which said corporations were created; provided that 
such amendments shall not in any way impair the obligation of 
existing contracts, and may be made at any regular meeting of 
the board of trustees of such religious or benevolent corpora- 
tion, upon notice to each member of such board of trustees of 
the proposed amendment and the time when said proposed 
amendment will be considered. 


12. Amended articles to be filed.—2. The articles of 
incorporation, as amended, shall be signed by the president and 
secretary of the corporation, who shall certify under the 
amended seal, that the provisions of section one of this act 
have been complied with. When so certified said amended 
article shall be filed with the secretary of state, the same as 
provided for articles of incorporation, and from such filing shall 
be the legal articles corporate of the incorporation. 


*The other portions of 71 apply to stock corporations. 


TENNESSEE. 


CONSTITUTION. 
Art. I. DerctaraTIon oF RIGHTS, 
[In effect, Mar. 26, 1870. ] 


1. Liberty of worship assured.—3. That all men have 
a natural and indefeasible right to worship Almighty God 
according to the dictates of their own conscience; that no man 
can of right be compelled to attend, erect, or support any place. 
of worship, or to maintain any minister against his consent; 
that no human authority can in any case whatever, control or 
interfere with the rights of conscience; and that no preference 
shall ever be given, by law, to any religious establishment or 
mode of worship. 


2. No religious tests allowed for public trusts.— 
4. That no political or religious test, other than an oath to sup- 
port the Constitution of the United States and of this State, 
shall ever be required as a qualification to any office or public 
trust under this State. 


Art. XI. MiIscELLANEOUS. 


3. General laws to be passed.—8. ... . No corpo- 
ration shall be created, or its powers increased or diminished, 
by special laws; but the general assembly shall provide by gen- 
eral laws for the organization of all corporations hereafter 
created, which laws may, at any time, be altered or repealed; 
and no such alteration or repeal shall interfere with or divest 
rights which have become vested. 


CODE, 1884. SUPPLEMENT, 1898. 
Titte IX. Or CorporaTIONS. 


Cuap. III. Or Private Corporations. Art. I. GENERAL 
PROVISIONS. 


4. Private incorporations legal.—1691. Private corpo- 
rations may be formed and charters obtained by them in the 
manner and for the purposes hereinafter provided. 

(478) 


TENNESSEE. 479 


5. Application for charter, form of.—1692. Any five 
or more persons, over the age of twenty-one, desiring to form 
a corporation for any of the purposes in this chapter mentioned, 
shall copy the form of charter adapted to the purpose, filling 
the necessary blanks, and append to the same an application in 
these words: 

‘We, the undersigned, apply to the State of Tennessee, 
by virtue of the laws of the land, for a charter of incorporation, 
for the purposes and with the powers declared in the foregoing 
instrument. Witness our hands the —— day of , 18—.” 
(To be signed by the applicants. ) 


6. Certificate of registration, regulations for.*—1693. 
The said instrument, when probated as hereinafter provided, 
with application, probates and certificates, is to be registered in 
the county where the principal office of the company is situated, 
and also registered in the office of the secretary of state; and 
a certificate of registration given by the secretary of state, 
under the great seal of the State, shall, when registered in the 
tegister’s office of said county, with the fac szmzle of said seal, 
complete the formation of the company as a body politic; and 
the validity of the same in any legal proceeding shall not be 
collaterally questioned. 


7. Registration to be coextensive with agencies.— 
1694. If the corporation establishes agencies in any other 
county, the instrument must be registered there also. 


8. Amendments to charters, how secured.—1695. 
Any corporation which may desire to change its name, increase 
its capital stock, or obtain any powers granted herein, shall 
have the right to do so, by the board of directors copying said 
amendment, and making an application in these words: 


‘““STATE OF TENNESSEE—ACT OF INCORPORATION. 


‘‘We, the undersigned, comprising the board of directors 
of (here insert the name of the corporation), apply to the State 
of Tennessee, by virtue of the general laws of the land, for an 
amendment to said charter of incorporation, for the purpose 
of investing said corporation with the power (here state the 
clause in the general law aforesaid, which is desired as an 
amendment, or if it be simply to change the name, so state the 


*See No. 9, p. 480. 


480 ReELicious CoRPORATIONS. 


fact). Witness our hands the —— day of ——.” (To be 
signed by the directors. ) 


9. Amendments to be acknowledged and registered. 
—1696. This instrument shall be probated or acknowledged as 
hereinafter provided, and the certificate of registration given 
by the secretary of state, under the great seal of the State, 
shall complete the amendment to said act of incorporation, and 
the validity thereof shall not, in any legal proceeding, be col- 
laterally questioned. 


10. List to be published by the secretary of state.— 
1697. The secretary of state shall have published and bound 
with the acts of each general assembly, a certified list of all 
corporations organized under this chapter, giving the name and 
date of organization of each corporation, and such publication 
shall be legal evidence of the existence of such corporations. 


ll. Legislature can amend or repeal.—i699. The 
powers conferred on any company incorporated hereunder shall 
be subject to repeal or amendment at the will of the legislature. 


12. Prior legal obligations valid and binding.—1700. 
Any obligation, contract, mortgage, trust deed, agreement in 
writing or otherwise, heretofore made and entered into by or 
with any association of persons, either as anactual or pretended 
corporation, or as individuals, who may become a body politic 
and corporate, under the provisions hereof, for the payment of 
money or the performance of any lawful act, shall be binding 
upon such obligor or obligors, in favor of such body politic and 
corporate, just as if such obligation, contract, mortgage, trust, 
or.agreement had been originally made and entered into by and 
with such body politic and corporate, when it was legally in 
existence. 


13. Evidences of prior legal obligations valid.—1701. 
Any instrument evidencing such obligation, contract mortgage, 
trust deed, or agreement required by existing laws to be regis- 
tered, whether registered before or after the creation of such 
body politic and corporate, shall be deemed, taken and consid- 
ered as notice to the world, from the time of such registration, 
notwithstanding the fact it may have come into existence sub- 
sequent to the registration of such instrument or instruments. 


14. Change in number of directors.—1702. All pri- 
vate corporations may increase or diminish the number of their 


TENNESSEE. 481 


directors, to any number not less than five, upon the vote of 
the stockholders representing three-fourths of the capital stock. 


15. Fees of State officers.—1703. For their services, 
the secretary of state and register shall each receive a fee of 
three dollars, and the clerk the same fees as for probate of deed. 


Art. III. Corporations Nor ror Prorirt. 


16. Purposes.—1973. Charters may be granted to any 
association of individuals organized for the general welfare of 
society, and not for individual profit, as follows: 

I. The support of public worship, the building of churches 
and chapels, and the maintenance of all missionary under- 


17. Form of charter.—1974. The form of a charter for 
any of the foregoing purposes shall be as follows: 


‘©STATE OF TENNESSEE—CHARTER OF INCORPORATION. 


‘* Be it known, that (here fill this blank with the names of 
five or more persons who desire to be incorporated), are hereby 
constituted a body politic and corporate, by the name and style 
of (here fill the blank with the name of the corporation, and 
state the general purposes for which the charter is sought, em- 
bracing a full but not necessarily minute, account of the objects 
of the association, and embodying, verbatim, somewhere in the 
statement, the proper one or more of the five paragraphs* in 
the section aforesaid, within the purview of which said objects 
must come).” 


18. General powers.—1975. The general powers of said 
corporation shall be to sue and be sued by the corporate name; 
to have and use a common seal, which it may alter at pleasure; 
if no common seal, then the signature of the name of the cor- 
poration, by any duly authorized officer, shall be legal and 
binding; to purchase and hold, or receive by gift, bequest or 
devise, in addition to the personal property owned by the cor- 
poration, real estate necessary for the transaction of the corpo- 
tate business, and also, to purchase or accept any real estate in 
payment, or part payment, of any debt due to the corporation, 
and sell the same; to establish by-laws, and make all rules and 
regulations, not inconsistent with the laws and constitution, 
deemed expedient for the management of corporate affairs; and 


*See No. 16, p. 481. 


482 RELIGIOUS CORPORATIONS. 


to appoint such subordinate officers and agents, in addition to a 
president and secretary or treasurer, as the business of the cor- 
poration may require, designate the name of the office, and fix 
the compensation of the officer. 


19. Officers and directors.—1976. The said five or 
more corporators shall, within a convenient time after the reg- 
istration of this charter in the office of the secretary of state, 
elect from their number a president, secretary and treasurer, or 
the last two officers may be combined into one; said officers 
and the other corporators to constitute the first board of direc- 
tors. 


20. Elections, regulations for.—1977. In all elections, 
each member to be entitled to one vote, either in person, or by 
proxy, and the result to be determined by a majority of the 
votes cast. Due notice of any election must be given by adver- 
tisement in a newspaper, personal notice to the members, or a 
day stated on the minutes of the board, six months preceding 
the election. 2 


21. Directors, record of proceedings.—1978. The 
board of directors shall keep a record of all their proceedings, 
which shall be at all times subject to the inspection of any 
member. ‘The corporation may establish branches in any other 
county in the State. 


22. Number of directors.—1979. The board of direc- 
tors may have the power to increase the number of directors to 
fifteen or eighteen, if they deem the interest of the corporation 
requires such increase, and the first or any subsequent board of 
directors may have the power to elect other members, who, on 
acceptance of membership, shall become corporators equally 
with the original corporators. 


23. Prerequisites of membership.—1980. The board 
of directors shall have the right to determine what amount of 
money paid into the treasury shall be a prerequisite for mem- 
bership, or, if necessary, what amount shall be thus annually 
paid; and a failure thus to pay, shall, in the discretion of the 
directors, justify the expulsion of said defaulting member. 


24. Term of office.—1982. The term of all officers may 
be fixed by the by-laws; the said term not, however, to exceed 
three years. All officers hold over until their successors are 
duly elected and qualified. 


TENNESSEE. 483 


25. No profits to members.—1983. The general wel- 
fare of society, not individual profit, is the object for which this 
charter is granted, and hence the members are not stockholders 
in the legal sense of the term, and no dividends or profits shall 
be divided among the members. 


26. Corporations, how dissolved.—1984. The mem- 
bers may, at any time, voluntarily dissolve the corporation, by 
a conveyance of its assets and property to any other corpora- 
tion holding a charter from the State for purposes not of indi- 
vidual profit, first providing for corporate debts. A violation 
of any of the provisions of the charter shall subject the corpo- 
ration to dissolution at the instance of the State. 


27. Charter may be modified or amended.—198s. 
This charter is subject to modification and amendment; and in 
case said modification or amendment is not accepted, corporate 
business is to cease, and the assets and property, after payment 
of debts, are to be conveyed, as aforesaid, to some other corpo- 
tation holding a charter for purposes not connected with indi- 
vidual profit. Acquiescence in any modification thus declared, 
shall be determined in a meeting of the members, especially 
called for that purpose, and only those voting in favor of the 
modification shall thereafter compose the corporation. 


28. Property not to be employed for other than 
charter objects.—1986. The means, assets, income or other 
property of the corporation shall not be employed, directly or 
indirectly, for any other purpose whatever, than to accomplish 
the legitimate objects of its creation, and by no implication or 
construction, shall it possess the power to issue notes or cur- 
rency, deal in currency, notes or coin, buy and sell products, or 
engage in any kind of trading operation, nor hold any more 
real estate than is necessary for its legitimate purposes. 


29. Expulsion and liability.—1987. Expulsion shall be 
the only remedy for the non-payment of dues by the members, 
and there shall be no individual liability against the members 
for corporate debts, but the entire corporate property shall be 
liable for the claims of creditors. 


30. Certain charters validated.—r989. 1. That all 
charters or articles of incorporation heretofore taken out under 
the general corporation laws of this State which were or have 
been acknowledged or proven before notaries public, are hereby 


434 RELIGIOUS CORPORATIONS. 


ratified and confirmed, and shall have and possess the same 
validity, force, and effect as if the charters of such corporations 
had been acknowledged before the county court clerks. (As 
amended, March 10, 1890.) 


TitLte. X. OF Reticious ASsocIATIONS. 


Cuap. I. Or REGULATIONS RELATING TO RELIGIOUS ASSOCIA- 
TIONS AND THEIR PROPERTY. 


31. Limit on real estate.—z006. Any religious denom- 
ination or society, whether incorporated or not, may take, by 
deed or otherwise, and hold, not exceeding five acres of land at 
one place for purposes of public worship, or for a parsonage. 
(As amended, Feb. 16, 1889.) 


32. Title vested in trustees.—2007. All lands bought, 
or otherwise acquired by any religious denomination or society, 
shall be vested in a board of trustees or other persons desig- 
nated by the members of such denomination or society, for the 
use and benefit thereof. 


33. Trustees may sell lands subject to church reg- 
ulations.—2008. In all cases where any elders, trustees or 
church officer or officers, in any of the various churches or 
organizations of any religious denomination in this State, shall 
have had, or may hereafter have any lands conveyed to them 
for the use of their respective churches or congregations as 
building sites, or for any other purpose, by deed, grant, devise 
or in any other manner, they or their successors in office, 
according to the regulations of such church or congregation, 
may sell and convey the same by deed, which deed, when 
officially signed by such elders, trustees, or other church officer 
or officers, or their successors in office, and proven and regis- 
tered as other deeds, shall pass the title, whether for life, for 
years or in fee, to such land, to the purchaser, in as full and 
ample a manner as if said church officer or officers held the 
same as a corporation, and had conveyed it by deed under their 
corporate name. 


DENOMINATIONAL TRUSTEES.* 
[Act of March 4, 1891.] 


34. How incorporated.—Charter of incorporation may 
be granted to any persons not less than five in number, who 


*Chap. 32, laws of 1895, provides for form of charter for executive committees, 
boards, or trustees of religious foreign missionary societies. 


TENNESSEE, 485 


have been selected and appointed by any religious denom- 
ination for the purpose to take out charter and become a body 
politic and incorporate, with power to receive, collect and hold 
in trust, for the benefit of religious denominations so appointing 
them, all donations, bequests, devises, legacies, and grants © 
of land and personalty that may be given, conveyed, or be- 
queathed to such corporation for any religious, benevolent, 
educational, missionary, or charitable object: and said corpora- 
tion shall hold the same in accordance with the direction of the 
donor, conveyor or testator, and administer the same for the 
specific object indicated by the donor, conveyor or testator 
under the religious denomination so appointing the trustees: 
and in all cases in which the conveyor, donor or testator has 
not indicated any special or general object to which the same 
shall be applied or administered, then the same may be admin- 
istered in behalf of any religious, educational, benevolent, or 
charitable object or objects to which the governing body of 
such denomination shall indicate and direct. 


35. Name and seal.—z. That such corporation shall 
have a corporate name, seal, may sue and be sued, have suc- 
cession, and the form of the charter shall be the same as that 
set out in article 3, § 1974,* of the revised code of Tennessee, 
compiled and edited by Milliken & Vertrees, and the act of 
1875, chapter 142, under the head of corporations for general 
welfare and not for profit. 


36. Charter to be registered, etc.—3. That the 
charter for said corporation shall be obtained and taken out, 
signed, acknowledged and registered in all respects as now pro- 
vided by law for the (other) organizations. 


* See No. 17, p. 481. 


TEXAS. 


CONSTITUTION. 
ArticLe I. Bitzi or RIcHTs. 
[In effect, April 18, 1876. ] 


1. No religious test for officers.—4. No religious test 
shall ever be required as a qualification to any office or public 
trust in this State; nor shall any one be excluded from hold- 
ing office on account of his religious sentiments, provided he 
acknowledge the existence of a Supreme Being. 


2. Freedom in religious worship guaranteed.—é. 
All men have a natural and indefeasible right to worship 
Almighty God according to the dictates of their own consci- 
ences. No man shall be compelled to attend, erect or support 
any place of worship, or to maintain any ministry against his 
consent. No human authority ought, in any case whatever, to 
control or interfere with the rights of conscience in matters of 
religion, and no preference shall ever be given by law to any 
religious society or mode of worship. But it shall be the duty 
of the legislature to pass such laws as may be necessary to 
protect equally every religious denomination in the peaceable 
enjoyment of its own mode of public worship. 


3. No appropriations for sectarian purposes.—7. No 
money shall be appropriated or drawn from the treasury for 
the benefit of any sect or religious society, theological or relig- 
ious seminary; nor shall property belonging to the State be 
appropriated for any such purposes. 


ARTICLE XII. PrRiIvaTE CORPORATIONS. 


4. General laws to be passed.—:. No corporation 
shall be created except by general laws. 

2. General laws shall be enacted providing for the creation 
of private corporations, and shall therein provide fully for the 
adequate protection of the public and of the individual stock- 
holders, 

(486) 


TExXas, 487 
STATUTES, 1888. SUPPLEMENT, 1893. 
TiTLE XX. Corporations, PRIVATE. 
Cuap. II. Creation oF CoRPORATIONS. 


5. Private corporations, how created.—s65. Private 
corporations may be created by the voluntary association of 
three or more persons, for the purposes and in the manner 
hereinafter mentioned. 


6. Purposes.—566. The purposes for which private cor- 
porations may be formed are: 

1. The support of public worship. 

2. The support of any benevolent, charitable, educational 
or missionary undertaking. .... " 


7. Charter, requisites of.—567. A charter must be pre- 
pared, setting forth: 

1. The name of the corporation. 

2. The purpose for which it is formed. 

3. The place or places where its business is to be trans- 
acted. 

4. The term for which it is to exist. 

5. The number of its directors or trustees, and the names 
and residences of those who are appointees for the first year. 

6. The amount of the capital stock, if any, and the num- 
ber of shares into which it is divided.* 


8. Charter to be subscribed and acknowledged. 
Women cannot be corporators of churches.—568. The 
charter of an intended corporation must be subscribed by three 
or more persons, two of whom at least must be citizens of this 
State, and must be acknowledged by them before an officer 
duly authorized to take acknowledgment of deeds. Provided, 
That all charters for the purposes named in clause 2... . of 
article 566+ of this chapter and title may be subscribed by mar- 
ried women, who may also be stockholders, officers, and direc- 
tors thereof; and their acts, contracts and deeds shall be as 
binding and effective for all the purposes of said corporation as 
if they were males, and joinder and consent of their husbands 
and privy examinations separate and apart from them shall not 
be required. [As amended, July 4, 1887.] 


*See No. 35, p. 494. t See No. 6, p. 487. 


488 RELIGIOUS CORPORATIONS. 


9. Charter to be filed and recorded. Copy to be 
evidence.—569. Such charter shall thereupon be filed in the 
office of the secretary of state, who shall record the same at 
length ina book kept for that purpose, and retain the original 
on file in his office. A copy of the charter, or of the record 
thereof certified under the great seal of the State, shall be evi- 
dence of the creation of the corporation. 


10. Date and evidence of corporate life.—s70. The 
existence of the corporation shall date from the filing of the 
charter in the office of the secretary of state, and the certifi- 
cate of the secretary of state shall be evidence of such filing. 


11. Amendments to charters, how secured.—571. 
Any private corporation heretofore organized or incorporated, 
or which may hereafter be organized or incorporated, for any 
of the purposes mentioned in this chapter, may amend or 
change its charter or act of incorporation, by filing, authenti- 
cated in the manner required by this chapter as to an original 
charter of incorporation, such amendments or changes with the 
secretary of state; and in case of a corporation created by 
special act of the legislature, said corporation shall cause the 
amendments or changes to its charter to be authenticated as 
required in the case of an original charter of incorporation, 
and filed with the secretary of state, together with the original 
charter of such company, and such amendments thereto, or 
changes therein, if any, as have been made by special act of 
the legislature, and the same shall be recorded by the secretary 
of state, followed by the proposed amendments or changes 
thereof. 


12. Date and evidence of amendments.—572. The 
amendments or changes provided for in the preceding article 
shall take effect and be in force from the date of the filing 
thereof with the secretary of state, and the certificate of the 
secretary of state shall be evidence of such filing. 


13. Certain amendments illegal—s73. No amend- 
ment or changes violative of the constitution or laws of this 
State, or of any of the provisions of this title, shall be of any 
force or effect which are not germane to the original purposes 
or charter of incorporation, and calculated to carry out and 
effect the same. 


Texas. 489 


14. Legislature can amend or repeal charters.—574. 
All charters or amendments to charters, under the provisions 
of this chapter, shall be subject to the power of the legislature 
to alter, reform or amend the same. 


Cuap. III. Powers anp Duties or Private CorPORATIONS. 


15. Powers.—575. Every private corporation, as such, 
has power: 

1. To have succession by its corporate name for the period 
limited in the charter, not to exceed fifty years, and when no 
period is limited for twenty years. 

2. To maintain and defend judicial proceedings. 

3. To make and use a common seal. 

4. To hold, purchase, sell, mortgage or otherwise convey 
such real and personal estate as the purposes of the corporation 
shall require, and also to take, hold and convey such other 
property, real, personal or mixed, as shall be requisite for such 
corporation to acquire in order to obtain or secure the payment 
of any indebtedness or liability due or belonging to the corpo- 
ration. 

5. To appoint and remove such subordinate officers and 
agents as the business of the corporation shall require, and to 
allow them a suitable compensation. 

6. To make by-laws not inconsistent with existing laws for 
the management of its property, the regulation of its affairs 
and the transfer of its stock. 

7. To enter into any obligation or contract essential to the 
transaction of its authorized business. 

8. To increase or diminish, by a vote of its stockholders 
cast as its by-laws may direct, the number of its directors or 
trustees, to be not less than three nor more than thirteen. 

g. Any private corporation created either by special act of 
the legislature, or under the provisions of the general law, for 
the support of any benevolent, charitable, educational or mis- 
sionary undertaking, . . . . whose charter may expire or may 
have expired by limitation may revive such charter with all the 
privileges and immunities and rights of property, real and per- 
sonal, exercised and held by it at the date of the expiration of 
its said charter, by filing, with the consent of a majority of its 
stockholders, a new charter under the provision of the general 
law of the State of Texas, reciting therein such original privi- 
leges and immunities and rights of property, and by filing 

35 


490 RELIGIOUS CORPORATIONS. 


therewith a certified copy of such original forfeited charter; 
and any two or more of such corporations may revive and con- 
solidate their charters under a new corporate name or under 
the name of either, with all the privileges, immunities, and 
rights of property, real and personal, enjoyed by each at the 
date of the expiration of their several charters, by, in like 
manner filing a charter, which shall recite the fact of consoli- 
dation, accompanied by certified copies of said original charters; 
Provided, This act shall not be construed to relieve any corpo- 
ration from the payment of occupation taxes now or hereafter 
required by law. [As amended, Laws of 1883, chap. 95. ] 


16. Unnecessary lands to be disposed of.—575a4. 
All private corporations authorized by the laws of Texas, as 
provided in chapter soz, article 566, acts of 1891, twenty-second 
legislature, to do business in this State, whose main purpose is 
not the acquisition or ownership of lands, as mentioned in the 
preceding sections, which have heretofore, or may hereafter 
acquire, by lease, purchase or otherwise, more land than is 
necessary to enable them to carry on their business, shall, 
within fifteen years from the time this act takes effect, or the 
date said land may be hereafter acquired in good faith sell and 
convey in fee simple all lands so acquired, and which are not 
necessary for the transaction of their business. 

And no private corporation shall be permitted to purchase 
any land under the provisions of this and the preceding sec- 
tions unless the lands so purchased are necessary to enable such 
corporation to do business in this State, or except where such 
land is purchased in due course of business to secure the pay- 
ment of debt: Provided, That nothing in this law shall be 
construed to prohibit the lease, purchase, sale, or subdivision of 
lands within incorporated towns, cities, or villages, and the 
suburbs of such towns, cities, and villages, within two miles 
from the limits of said incorporation in any direction. 


17. Trustees, quorum of, and annual elections.— 
579. A majority of the directors or trustees shall constitute a 
quorum, and be competent to fill vacancies in the board, and to 
transact all business of the corporation. An annual election 
shall be held for directors or trustees at such time and place as 
the by-laws of the corporation may require. 


18. Officers to be chosen.—s58o0. The directors or trus- 
tees shall choose one of their number president, and shall ap- 


TEXAS. 491 


point a secretary and treasurer and such other officers as they 
may deem necessary for the corporation. 


19. By-laws to be adopted, etc.—581. The directors 
and trustees may adopt by-laws for the government of the cor- 
poration; but such by-laws may be altered, changed or amended 
by a majority vote of the stockholders at any election or special 
meeting ordered for that purpose by the directors or trustees, 
on a written application of a majority of the stockholders or 
members. 


20. Number of directors may be increased.—s8z. 
All corporations heretofore created and now in existence under 
any law of this State, are hereby authorized to increase the 
number of directors or trustees of any such corporation. 


21. Effect of failure to elect directors.—583. In case 
it should happen that an election for directors or trustees should 
not be held on the day appointed by the by-laws of any corpo- 
ration, such corporation shall not for that reason be deemed to 
be dissolved, but it shall be lawful on any other day to hold a 
meeting and elect its directors or trustees in such manner as 
shall be prescribed by the by-laws thereof. 


22. Property of religious corporations to vest in 
trustees, etc.—s84. The secular affairs of a religious corpo- 
ration shall be under the control of a board of trustees to be 
elected by the members of such corporation, and the title to all 
property of any such corporation shall vest in such trustees. 


23. Property to be used only for charter objects. 
—589. No corporation created under the provisions of this title 
shall employ its stock, means, assets, or other property, directly 
or indirectly, for any other purpose whatever, than to accom- 
plish the legitimate objects of its creation. 


24. May recover debts from members.—s593. All 
bodies corporate may sue for, recover and receive from their 
respective members, all arrears or other debts, dues or other 
demands, which now are, or hereafter may be owing to them, 
in like mode, manner and form, as they might sue for, recover 
and receive the same from any person not a member of their 
body. 


492 RELIGIOUS CORPORATIONS. 


Cuap. IV. MisceLLaAnseous Provisions. 


25. Misnomer not to vitiate conveyances, etc.—598. 
No misnomer of any corporation shall defeat or vitiate any 
gift, grant, conveyance, devise or bequest to the same 


26. Obligation to ostensible corporation may be 
valid.—s599. No person who assumes an obligation to an 
ostensible corporation as such, shall resist the enforcement of 
such obligation on the ground that there was in fact no such 
corporation, until that fact has been adjudged in a direct pro- 
ceeding had for the purpose. 


27. Conveyances, how made.—6oo. Any corporation 
may convey lands by deed, sealed with the common seal of the 
corporation, and signed by the president or the presiding 
member or trustee of said corporation; and such deed, when 
acknowledged by such officer to be the act of the corporation, 
or proved in the manner prescribed for other conveyances of 
lands, may be recorded in like manner and with the same effect 
as other deeds. 


28. Corporations under act of 1871 validated.—6oz. 
All articles of association filed in the state department in 
accordance with the provisions of an act entitled ‘‘ An act con- 
cerning private corporations,” purporting to have been passed 
December 2, 1871, are hereby validated as fully as if filed under 
the provisions of this title. 


29. Records of corporation to be evidence.—6o1. 
The records of any company incorporated under the provisions 
of any statute of this State, or copies thereof duly authenti- 
cated by the signatures of the president and secretary of such 
company, under the corporate seal thereof, shall be competent 
evidence in any action or proceeding to which such corporation 
may be a party. 


Cuap. V. DIssoLUTION OF PRIVATE CORPORATIONS. 


30. How effected.—604. <A corporation is dissolved: 

1. By the expiration of the time limited in its charter. 

2. By a judgment of dissolution rendered by a court ot 
competent jurisdiction. 


31. Limit for commencing operations three years.— 
605. Every corporation created under this title, or any general 


TEXAS. 493 


law of this State, shall commence active operations within three 
years after filing its charter with the secretary of state, and in 
default thereof said corporation shall be dissolved and its 
charter becoine void. 


32. Trustees may be receivers.—606. Upon the dis- 
solution of any corporation already created by or under the 
laws of this State, unless a receiver is appointed by some 
court of competent authority, the president and directors 
or managers of the affairs of the corporation at the time 
of its dissolution, by whatever name they may be known in 
law, shall be trustees of the creditors and stockholders of 
such corporation, with full power to settle the affairs, col- 
lect the outstanding debts, and divide the moneys and other 
property among the stockholders, after paying the debts due 
and owing by such corporation at the time of its dissolu- 
tion as far as such money and property will enable them; 
and for this purpose they may maintain or defend any judi- 
cial proceeding. 


33. Responsibility of receivers.—607. The trustees 
mentioned in the preceding article shall be severally responsible 
to the creditors and stockholders of such corporation to the 
extent of its property and effects that shall have come into 
their hands. 


Cuap. XI. Reticious, CHARITABLE AND OTHER 
CoRPORATIONS. 


34. Churches, how incorporated. Powers. Trus- 
tees cannot exercise spiritual functions.—637. Any re- 
ligious society . . . . may, by the consent of a majority of its 
members, become bodies corporate under this title, electing 
directors or trustees, and performing such things as are directed 
in the case of other corporations; and, when so organized, shall 
have all the powers and privileges, and be subject to all the 
restrictions in this title contained, for the objects named in the 
charter, and shall have the same power to make by-laws for the 
regulation of their affairs as other corporations. 

Such directors and trustees shall not usurp or exercise the 
functions of the officers in charge of the spiritual affairs of any 
society. 


494 RELIGIous CorPoRATIONS, 


35. Church charters need not include capital stock. 
—638. No religious, literary, social, scientific, industrial, 
benevolent or other society, association, company, corporation 
or institution, that does not have a capital stock, will be re- 
quired in its charter to make any statement of the amount of 
capital stock or amount of each share; but such charter, if it 
contains the other statements therein required, and also an : 
estimate of the value of the goods, chattels, lands, rights and 
credits owned by the corporation, will be sufficient. 


UTAH.* 


CONSTITUTION. 
ArTIcLE I. DercLaraTIONn oF RIGHTS. 


(In effect, Jan. 4, 1896.) 


1. No religious tests for office, nor establishment of 
religion, etc.—4. The rights of conscience shall never be in- 
fringed. The State shall make no law respecting an establish- 
ment of religion or prohibiting the free exercise thereof; no 
religious test shall be required as a qualification for any office 
of public trust or for any vote at any election, nor shall any per- 
son be incompetent as a witness or juror on account of religious 
belief or the absence thereof. There shall be no union of 
church and State, nor shall any church dominate the State or 
interfere with its functions. No public money or property shall 
be appropriated for or applied to any religious worship, exercise 
or instruction, or for the support of any ecclesiastical establish- 
Seen... . 


2. All charters revocable.—23. No law shall be passed 
granting irrevocably any franchise, privilege or immunity. 


ARTICLE III. ORDINANCE. 


3. Freedom of worship assured.—The following ordi- 
nance shall be irrevocable without the consent of the United 
States and the people of this State: 

First, Perfect toleration of religious sentiment is guaran- 
teed. No inhabitant of this State shall ever be molested in 
person or property on account of his or her mode of religious 
morsHIp, .... 

ArticLeE VI. LecisLativ—E DEPARTMENT. 

4. General laws to be enacted. Limits on legislative 
power.—26. The legislature is prohibited from enacting any 
private or special laws. .... 


* Utah has become the forty-fifth State. The enabling act was approved July 17, 
1894, and the Territory admitted Jan. 4, 1896. For U.S. laws applicable in the Territo- 
ries see Arizona, p. 4. See also No. 12, p. 497. 


(495) 


496 RELIGIOUS CORPORATIONS, 


Sixteenth, Granting to an individual, association, or corpo- 
ration any privilege, immunity, or franchise. 

Eighteenth, . ... The legislature may repeal any exist- 
ing special law relating to the foregoing subdivisions. 

In all cases where a general law can be applicable no special 
law shall be enacted. 


5. Future benefits dependent upon acceptance of 
constitution.—z. ... . no corporation in existence at the 
time of the adoption of this constitution shall have the benefit 
of future legislation without first filing in the office of the secre- 
tary of state an acceptance of the provisions of this constitution. 


6. Charter not to be extended.—3. The legislature 
shall not extend any franchise or charter of any corporation 
now existing or which shall hereafter exist under the laws of 
this State. 


7. Definition and powers of corporations.—4. The 
term ‘‘corporation,” as used in this article, shall be construed 
to include all associations . . . . having any powers or privi- 
leges of corporations not possessed by individuals or partner- 
ships, and all corporations shall have the right to sue, and shall 
be subject to be sued, in all courts in like cases as natural 
persons. 


ARTICLE X. EDUCATION. 


8. No appropriations for religious institutions.—13. 
Neither the legislature norany . . . . public corporation shall 
make any appropriation to aid in the support of any school 

. or other institution controlled in whole or in part by any 
church, sect, or denomination whatever. 


ARTICLE XII. CoRPORATIONS. 


9. General laws to be enacted.—1:. Corporations may 
be formed under general laws, but shall not be created by spe- 
cial acts. All laws relating to corporations may be altered, 
amended, or repealed by the legislature, and all corporations 
doing business in this State may, as to such business, be regu- 
lated, limited, or restrained by law. 


10. Conditions precedent to transaction of business. 
—g. No corporation shall do business in this State without 
having one or more places of business, with an authorized agent 
or agents upon whom process may be served, nor without first 


UTAH. 497 


filing a certified copy of its articles of incorporation with the 
secretary of state. 


11. Limit upon business.—1o0. No corporation shall en- 
gage in any business other than that expressly authorized in its 
charter or articles of incorporation. 


ARTICLE XXIV. SCHEDULE. 


12. Territorial laws in force.—z. All laws of the Terri- 
tory of Utah now in force, not repugnant to this constitution, 
shall remain in force until they expire by their own limitations, 
or are altered or repealed by the legislature. .... 


COMPILED LAWS, 1888. 
[With amendments to 1895. ] 


Part IV. Cuap.I. Private CorporaTIOoNs AND Asso- 
CIATIONS. 


13. Number of corporators.—2267. Hereafter, when- 
ever any number of persons, not less than five, one-third of 
whom being residents of this Territory, and desirous of associ- 
ating themselves together for the establishing and conducting 
anys. . . . colleges, seminaries, churches, libraries, or any 
other benevolent, charitable, or scientific associations, or for 
any rightful subject, consistent with the constitution and laws 
of the United States and the laws of this Territory, and who 
wish to incorporate for that purpose, may, by complying with 
the provisions of this act, become a body corporate. 


14. Agreement, contents of.*—2268. They shall enter 
into an agreement in writing, signed by each of them, and by 
at least three of their number acknowledged before the probate 
judge of the county in which they have established or intend to 
establish their principal place of business, stating the precinct 
or city, and stating the name of the association, their names and 
places of residence written in full, the time of its duration, 
which shall not in any case be less than three years nor more 
than fifty years, the pursuit or business agreed upon, specifying 
it in general terms, the place of its general business, . 
the number and kind of officers for the association, with their 
qualifications and term of office and the time and manner of 


*See No. 28, p. 5or. 


498 RELIGIOUS CORPORATIONS. 


their election, removal and resignation, how many of the entire 
board of directors or trustees shall be necessary to form a quo- 
tum and be authorized to transact the business, and exercise 
the corporate powers of the corporation . . . . with such addi- 
tional clauses as they deem necessary for the conducting of the 
business and its future safety and welfare. To this there shall 
be added the oath or affirmation of three or more of their 
number to the effect that they have commenced, or it is bona 
fide their intention to commence, and carry on the business 
mentioned in the agreement. [As amended, Mar. 13, 1890. | 


15. Agreement to be recorded.—2269. Theagreement, 
with the oath or affirmation, shall, within ten days from its due 
execution, be deposited with the probate clerk of the county in 
which the general business is to be carried on, and shall be by 
him recorded in a book to be prepared for that purpose and 
kept in his office, the expenses of which recording shall be paid 
by the association. 


16. Filing agreement. Certificate of incorporation. 
—2271. So soon as the agreement and oath or affirmation and 
oath of office and bonds are filed, the clerk of the probate 
court shall issue under the seal of the court, a certificate 
.... 3 Provided, That corporations formed for religious, social, 
benevolent, educational or scientific purposes, . . . . shall not 
be required to file copies of their articles in the office of the 
secretary of the Territory, but the clerk of the probate court 
shall issue to such corporations, under the seal of the court, a 
certificate to the effect that the articles of agreement and oath 
or affirmation have been filed in his office, which certificate shall 
be evidence of the due incorporation of the same. 


17. Powers. By-laws. Quorum of directors.—2272. 
The corporation in its name shall have power to make con- 
tracts, to sue and to be sued, to have a seal, which it may alter 
at pleasure, to buy, use, and sell or dispose of all such real 
estate as may be necessary for its general business and such as 
shall be necessary for the collection of its debts or judgments 
or decrees in its favor; but it shall not have power to enter 
into, as a business, the buying and selling of real estate. It 
may make all such by-laws, rules and regulations, not incon- 
sistent with the laws in force, or which may be in force-in this 
Territory, and not inconsistent with other corporate rights, and 
vested privileges, as may be necessary to carry into effect the 


UTAH 499 


object of the association; and such by-laws, rules and regula- 
tions may be made in a general meeting of the stockholders or 
by a board of directors or trustees selected by them. ... . 
The corporate powers of the corporation shall be exercised by 
the board of directors or trustees. .... The number of 
directors or trustees named in the agreement of incorporation 
as being sufficient to form a quorum for the transaction of busi- 
ness shall form a board, providing that a quorum shall not be 
less than one-fourth of the whole number of directors or trus- 
tees, and every decision of a majority of the board so formed 
shall be valid as a corporate act, and all corporate acts hereto- 
fore exercised by the board of directors or trustees of any cor- 
poration organized under and by virtue of the laws of Utah 
Territory, are hereby validated and confirmed. [As amended, 
Mar. 13, 1890. ] 


18. Settlement after dissolution, how effected.*—2275. 
Whenever the corporation shall be dissolved, if there shall be 
debts or claims due to it, or debts and obligations against it, or 
assets, real or personal, not converted into money for distribu- 
tion, the corporate powers shall be continued for the purpose 
of collecting the debts or claims due and paying its debts or 
obligations, and selling and converting its assets into money 
and distributing the same among the stockholders; and if no 
sufficient means of effecting the object and intent of this sec- 
tion be provided in the agreement or by-laws, the court shall 
have power on the application of any person intetested, to 
make all needful rules and orders and judgments necessary to 
carry the provisions of this section into effect. 


19. Removal of officers. Term of service.—2277. The 
directors, trustees or other officers may be removed from office 
for misconduct in the manner prescribed by the agreement of 
incorporation or the by-laws, and all such officers after being 
qualified to act may continue to act unless removed for miscon- 
duct until their successors are elected or appointed and quali- 
fied. [As amended, Mar. 13, 1890. ] 


20. Postponed elections, when to be held.—2278. If, 
from any cause, the officers shall not be elected at the time pro- 
vided in the agreement or by-laws, such election may be made 
at such other time as the officers and directors may appoint. 
If such appointment be not made within three months, then at 
the call of any six stockholders. 

*22274, on Dissolution, appears to apply only to stock corporations. 


500 RELIGIOUS CORPORATIONS. 


21. Records to be kept.—z279. It shall bethe duty of 
the corporation to keep true and correct books of its proceed- 
ings and business. 


22. False entries on records, etc.—2281. If the sec- 
retary, clerk, or other person having the charge of keeping the 
books of the corporation, or any other person whose duty it is 
to make entries in such books, shall willfully omit to make the 
proper entries, or shall and willfully make any false and ficti- 
tious entries therein, with intent to deceive or defraud the cor- 
poration or any stockholder, creditor or other person, he and 
his counsellors, advisers, aiders and abettors shall be deemed 
guilty of forgery, and shall be punished as provided by law for 
the punishment of the crime of forgery. 


23. Improper practices to be punished.—2282. If any 
officer, director, employee, or other person having the charge 
or management of any money or other property of the corpo- 
ration, or to whom any such money or other property shall be 
entrusted for any purpose whatever, shall fraudulently misap- 
ply, carry away, secrete, conceal or convert to his own use 
any such money or other property with intent to defraud such 
corporation, or any stockholder, creditors or other person, he, 
his counsellors, aiders and abettors shall be deemed guilty of 
embezzlement, and shall be punished as provided by law for 
the punishment of embezzlement. 


24. Transcript of record.—z2283. It shall be the duty of 
the clerk, with whom the records in this act mentioned are 
kept,* at the request of any person interested therein, or who 
needs the same for evidence, on being paid his fees therefor, 
to give a transcript of such record under the seal of said court, 

. which transcript shall be conclusive evidence of such 
record and prima facie evidence of the facts therein stated. 


25. Must commence operations within two years.— 
2284. Non-use for two years of the franchise herein given, shall 
be a forfeiture of the privileges herein granted. 


26. Legislature may amend or repeal.—2z287. The 
governor and legislative assembly may hereafter modify or re- 
peal this act; but if it be repealed, or if the franchise of any cor- 
poration organized under this act, shall be forfeited, the corpo- 


* See No. 16, p. 498. 


Uran. 501 


ration may continue for the purposes specified in section 9* of 
the act to which this is an amendment. 


INCORPORATION OF RELIGIOUS SOCIETIES. 


27. Directors to be elected.—2288. Religious, social, 
‘benevolent, scientific and other corporations included in sectiont 
1 of this act, when pecuniary profit is not their object, may, in 
accordance with the rules, regulations, or discipline of such 
association or institution, elect directors, the number thereof to 
be not less than three or more than thirteen, and may incorpo- 
tate themselves as provided in this act. 


28. Articles, contents of. Officers, term and qualify- 
ing of.—2289. Instead of the requirements provided for in- 
corporating associations in section] 2 of this act pertaining to 
subscription of capital stock, or the payment thereof, it shall be 
sufficient for the associations mentioned in the preceding sec- 
tion, if the articles of agreement or incorporation set forth the 
holding of the election of directors, the time and place where 
the same was held, that a majority of the members of such religi- 
ous, social, scientific, or benevolent association, or branch 
thereof, were present at such election and signed the articles of 
agreement and the result thereof; to be verified by the officers 
conducting such election. Said directors or other officers shall 
qualify and continue in office as provided in the articles of 
agreement or by-laws consistent with this act. 


29. Powers. Annual report.—2z290. Corporations re- 
ferred to in the two preceding sections may hold all the property 
of the association, or members thereof, owned prior to incorpo- 
ration or acquired thereafter in any manner, and transact all 
business relative thereto; but no such corporation must own or 
hold more real estate than may be necessary for the business and 
objects of the association; Provided, That incorporated associa- 
tions of Masons, Odd Fellows, endowed institutions of learning, 
or other associations, under the provisions of this act, may hold 
such real estate as may be necessary to carry out their charita- 
ble purposes, or for the establishment and endowment of insti- 
tutions of learning connected therewith. The directors must 
annually make a full report of all property, real and personal, 
held in trust for their corporation by them, and of the condition 
thereof, to the members of the association for which they are 
acting. 

* See No. 18, p. 499, + See No. 13, p. 497. } See No. 14, p. 497. 


502 RELIGIOUS CorPORATIONS. 


30. Mortgage or sale must be authorized by mem- 
bers.—2291. Corporations organized by members of associa- 
tions mentioned in section 22 of this act, may, when necessary 
for their good, mortgage or sell their real estate or personal 
property; Provided, That such mortgage or sale must be au- 
thorized by atwo-thirds majority vote of its members present 
ata duly called meeting for that purpose. Such sale may be 
made by the directors of such corporation and the proceeds 
thereof used as may be provided by the by-laws thereof. 


31. Method of validating defective organizations.— 
2292. All associations incorporated, or purported to be incor- 
porated under the laws of this Territory, which have heretofore 
filed, acknowledged, verified and recorded their articles of 
agreement, or incorporation, in any county of the Territory, 
shall be established and confirmed as corporations from the time 
of the organization thereof, as fully as if said articles were 
acknowledged, verified, filed and recorded in the county of the 
principal place of business of said incorporation, upon the filing 
of such incorporation of certified copies of its articles and cer- 
tificate of incorporation with the secretary of the Territory, and 
with the clerk of the county court of the county of this Territory 
in which its principal office or place of business is situated. 


Part IX. Cuap. III. INTERPRETATION. 


32. What certain words include.—z983. Words used 
in one tense may include either; the masculine the feminine; 
the singular the plural; and the plural the singular; ‘‘ person ” 
may include a partnership, corporation or company; ‘‘ writing” 
may include printing, and ‘‘ oath” include affirmation or declara- 
tion; ‘‘signature”’ may include a mark with the person’s name 
written near it, and witnessed by some person who can write; 
and where joint authority is given to three or more persons, such 
authority executed by a majority of such persons shall be valid, 
unless otherwise restricted in the law or instrument conferring 
such authority. 


33. Meaning of “‘seal.”—2984. Theword ‘‘ seal” may 
include a scroll, printed or written, opposite the signature. 
PARTICULAR DENOMINATIONS. 


34. Sections 2438 to 2443 contain the ordinance for the 
incorporation of the Church of Jesus Christ of the Latter-Day 
Saints, commonly known as the Mormon Church. 


VERMONT. 


CONSTITUTION. 


(In effect, July 9, 1793.) 
Cuap. I. 


1. Religious freedom guaranteed. Observance of the 
Sabbath.—3. All men havea natural and unalienable right, 
to worship Almighty God, according to the dictates of their own 
consciences and understandings, asin their opinion shall be regu- 
lated by the word of God; and... . no man ought to, or of right 
can be compelled to attend any religious worship, or erect or sup- 
port any place of worship, or maintain any minister, contrary to 
the dictates of his conscience, nor can any man be justly de- 
prived or abridged of any civil right as a citizen, on account of 
his religious sentiments, or peculia(r) mode of religious wor- 
ship; and... . no authority can, or ought to be vested in, or 
assumed by, any power whatever, that shall in any case inter- 
fere with, or in any manner control the rights of conscience, in 
the free exercise of religious worship. Nevertheless, every sect 
or denomination of Christians ought to observe the Sabbath or 
Lord’s day, and keep up some sort of religious worship, which 
to them shall seem most agreeable to the revealed will of God. 


Cuap. II. 
2. Assembly’s power over charters.—9. The general 
assembly . . . . shall have powerto... . grant charters of 
incorporation. 


3. Religious societies to be protected.—41. 
All religious societies, or bodies of men, that may Le hereafter 
united or incorporated for the advancement of religion... . 
shall be encouraged and protected in the enjoyment of the privi- 
leges, immunities, and estates, which they in justice ought to 
enjoy, under such regulations as the General Assembly of this 
State shall direct. 
(503) 


504 RELIGIOUS CORPORATIONS. 


REVISED LAWS, 1880.* 
TitLeE I. Construction or Statutes. Cuap. I. 


4. Pews are real estate.—9. ... . Pews or slips in 
places of public worship shall be treated as real estate. 


Titte XI. Cuap. LXXXIII. Levy or Execution. 


5. Pews cannot be sold on execution.}—1556. The 
goods or chattels of a debtor may be taken and sold on execu- 
tion except . . . . one pew or slip in a meeting house or place 
of religious worship. 


TitLe XIII. Cuar. XCVIII. Conveyances anp DEVISES OF, | 
REAL AND PERSONAL ESTATE FOR RELIGIOUS PURPOSES. 


6. Corporation may appoint agent.—1926. A public 
or private corporation, authorized to hold real estate, may con- 
vey the same by an agent appointed by vote for that purpose. 


7. No estate to vest in ecclesiastical persons.—1956. 
No grant, conveyance, devise, or lease of personal or real estate 
to, nor a trust of such personal or real estate for the benefit of 
a person and his successor in any ecclesiastical office, shall vest 
an estate or interest in such person or his successor; and no 
such grant, conveyance, devise, or lease to or for such person, 
by the designation of such office, shall vest an estate or interest 
in a successor of such person. But this section shall not be 
deemed to admit the validity of such grant, conveyance, devise, 
or lease heretofore made. 


8. Real estate to vest only in religious corporation. 
—1957. No future grant, conveyance, devise or lease, of real 
estate for the purpose of religious worship for the use of a con- 
gregation or society, shall vest a right, title or interest in a per- 
son to whom such grant, conveyance, devise or lease is made, 
unless the same is made to a corporation organized for the sup- 
port of the gospel and the maintenance of public worship, or to 
procure, hold, and keep in repair a house of public worship ac- 
cording to law. 


9. Past grants to vest in corporation at death of 
grantees.—1958. Real estate heretofore granted, devised, or 
demised, for the purpose mentioned in the preceding section, to 
a person in an ecclesiastical office or orders, shall be deemed to 


* Examined to 1894. +See No. 26, p. 508. 


VERMONT. 505 


be held in trust for the benefit of the congregation or society 
using the same, and unless previously conveyed to a corpora- 
tion as provided in the preceding section, shall, upon the death 
of the person in whom the legal title was vested, on the seven- 
teenth of November, A.D. 1856, vest in the religious corpora- 
tion formed by the congregation or religious society occupying 
and enjoying such real estate, if such a corporation organized ac- 
cording to law is in existence at the time of such death. If 
such congregation or society is not incorporated, the title of 
such real estate shall vest in the State. 


10. Governor to reconvey, when.—1959. When title 
to such real estate vests in the State, it shall be under the 
charge of the governor, and, upon his being satisfied that such 
congregation or society has become a corporation according to 
law, he shall grant and convey such real estate and the rights, 
title, and interest of the State to such corporation, which shall 
thereupon be vested with such rights, title and interest. 


TirLeE XVIII. CuHap. CXXX. Towns. 


ll. Rents of town lands for religious purposes, how 
disposed of.—2707. The rents of lands granted to the use of 
the ministry or social worship of God, and the rents of lands 
granted to the first settled minister, shall, on the Friday pre- 
ceding the last Tuesday in March in each year, be equally 
divided by the selectmen among the different organized religi- 
ous societies in town who maintain public worship at least one- 
fourth of the Sabbaths in the year; and if there is no such so- 
ciety, the same shall be covered into the treasury, and may be 
appropriated to pay for preaching the gospel ... . as such 
town, by vote in town meeting called for that purpose in whole 
or in part, directs until a minister is settled, or a religious so- 
ciety organized in the town. 


TITLE XXVIII. CuHap. CLXIV. RELIGIous AND OTHER 
SocIETIES. 


12. Purposes.—3664. Persons may associate together and 
have all the powers of a corporation for either of the following 
purposes: 

I. To support the gospel, maintain public worship. 

II. To procure, hold, and keep in repair a house of public 
worship. e 
36 


506 RELIGIOUS CORPORATIONS. 


III. To procure, hold, and keep in repair a parsonage, the 
use and avails of which shall be appropriated to the support of 
public worship. 

IV. To provide, hold, and keep in repair suitable grounds 
and other conveniences for burying the dead; and any one as- 
sociation may embrace one or more, or all the four objects 
above mentioned in this section. .... 

VIII. Toestablish and sustain libraries for Sabbath-schools, 
district schools, and for the use of pastors and ministers of the 
gospel, and for any purpose of intellectual or moral improve- 
ment. 


13. How formed. Articles to be recorded.—366s. 
Such associations shall be formed by written articles, subscribed 
by the members, and specifying the object of the associations 
and the conditions on which they are founded. 

Such articles of association shall be recorded in the town 
clerk’s office of the town where such association is located, and 
shall be in substance as follows: 

‘‘We, the subscribers, hereby associate ourselves together 
as a corporation, under the laws of the State of Vermont, to be 
known by the name of (ere insert name), for the purpose of 
(here insert the purpose of the association) at (insert the name of 
the town), in the county of (tsert name of county) in said State, 
upon the following conditions, viz.: (kere insert the conditions 
under which the subscribers agree to associate themselves for the 
purpose named.) 

‘‘Dated at this day of AUD: ae 

Town clerks shall keep a separate book for recording such 
articles, and shall receive seven cents a folio for recording the 
same. 


14. First meeting.—3666. The first meeting shall be 
notified, organized and held in the manner prescribed in the 
articles of association. 


15. Corporate name and seal. By-laws.—3667. Such 
association may adopt a corporate name, either in the original 
articles, or by vote at the first meeting; and may, at any regular 
meeting, adopt a corporate seal, and alter the same at pleasure; 
and, when organized, may adopt such by-laws and regulations 
as are thought expedient, not inconsistent with the articles of 
association or with law. 


16. Powers. Property to be used only for corpo- 


VERMONT. 5°7 


rate objects.—3668. Such corporations, when organized, may 
sue and be sued, appear, prosecute, and defend to final judg- 
ment and execution, in courts of law or equity or elsewhere, 
and purchase and hold all the real and personal estate necessary 
to promote the object of the association, and which shall be ex- 
clusively devoted to that object. 


17. Money, how raised. Shares of property.—3660o. 
Such corporation may raise money as agreed upon in the articles 
of association, and may, by their articles of association or by- 
laws, or by vote, divide their stock or corporate property into 
shares, and regulate the terms and manner of holding the same. 


18. Shares may be assessed.—3670. When the stock 
or corporate property is so divided into shares, the corporation, 
at a meeting notified for that purpose, may raise money by 
assessment on the shares or rights of the members in proportion 
to their several interests; and the payment of such assessments 
may be enforced by the sale or forfeiture of the estate of a 
member in such corporation; but no other estate of the mem- 
bers shall be taken or forfeited for the payment of such assess- 
ments. 


19. Records to be kept. HEvidence.—3671. The clerk 
or secretary of such corporation shall keep records of the pro- 
ceedings; and such records may be read in evidence in court 
where the interest of such corporation is concerned. 


20. Prior societies to retain powers conferred.—3672. 
Societies formed under the provisions of a previous law for pur- 
poses contemplated in this chapter, may have and exercise the 
powers conferred by such law. 


21. Legislative control.—3673. Corporations formed 
under the provisions of this chapter shall be subject to such 
regulations or alterations as the legislature may make. 


REPAIRS OF CHURCHES. 


22. Notice of meeting to provide for.—3676. Whena 
building owned and used asa house of public worship, needs 
repairs, and the owners are not an association under this chap- 
ter, or if such association has not the power by its articles of 
association to repair its house of public worship, any three per- 
sons who are owners in said house may call a meeting of those 
who are proprietors or pew owners, by posting a notice upon 


. 


508 RELIGIOUS CORPORATIONS, 


the door of such house, at least fifteen days before such meet- 
ing, setting forth the time when such meeting will be held and 
the business to be transacted, and also causing said notice to be 
published three weeks successively in a newspaper circulating 
in the town where such house of worship is situated, the last of 
which publications shall be at least two weeks prior to such 
meeting. 


23. Organization of meeting.—3677. At the time ap- 
pointed, such meeting shall be organized by the appointment of 
a chairman and a secretary. 


24. Voting. Committee of appraisal. Assessment.— 
3678. Owners of pews shall have one vote for each pew, and at 
the meeting a committee of three shall be elected by ballot, who 
shall appraise each interest and establish the proportion each 
interest shall bear to the whole, and the charges for such repairs 
shall be assessed upon the interest of each proprietor, agreeably 
to such proportion. 


25. Meeting may assess pews and direct repairs. 
—3679. At such meeting the majority of such owners or pro- 
prietors may assess the pews in said house for defraying the 
expenses of repairing the house, and direct and make such 
repairs as the majority deem necessary. [As amended, Oct. 
30, 1888. | 


26. Sale of pews for non-payment.* Redemption. 
—3680. If the owner or occupant of pews so assessed does not 
pay the assessment to the person authorized by the meeting to 
collect the same, upon ten days’ notice and demand after the 
completion of the repairs, such collector may sell the pews of 
such delinquent person at public auction to the highest bidder, 
upon giving notice thereof as is provided in section 3471 
($ 3676),+ and the balance of the proceeds arising from the sale, 
if any, after paying the assessments, expense of advertising, 
and fees equal to those allowed by law for the collection of an 
execution, shall be paid to the owner of the property sold. 

But the owner or occupant may, within six months after 
the sale, redeem the property, by paying to the person entitled 
to receive the same the amount paid for the property with ac- 


crued interest. And if such owner or occupant fails to redeem, - 


the collector shall thereupon execute and deliver to the pur- 


*See No. 5, p. 504. +See No. 22, p. 507. 


VERMONT. 509 


chaser a deed of such pews, which deed when recorded shall 
convey to the purchaser a title thereto. 


Mope or Movine or Dissotvinc RELIGIous ASSOCIATIONS. 


27. Petition to court.—3681. When five members of a 
corporation or society, created for the support of the gospel and 
the maintenance of public worship, or to procure, hold and keep 
in repair a house of public worship, or a parsonage, or for all or 
any of said purposes, desire to dissolve or move such corpora- 
tion or society, they may apply by petition in writing to the 
county court in the county in which said corporation or society 
is located; and said petition, with a citation, shall be served on 
said corporation, or society, like a writ of summons, at least 
twelve days before the sitting of said court. 


28. Recognizance for petitioners.—3682. Before issu- 
ing said citation said petitioners shall cause some other per- 
son to recognize to said corporation or society in not less than 
five hundred dollars, to the satisfaction of the clerk of such 
court, conditioned that the said petitioners will prosecute their 
petition to effect, and answer the damages and costs if judgment 
is rendered against them; and a minute of the recognizance, 
with the name of the surety and the sum in which he is bound, 
shall be made upon the citation at the time of the signing of the 
same, and signed by said clerk; and if said citation is otherwise 
issued the same on motion shall abate. 


29. Society may defend.—3683. When such petition 
is brought, the members of said corporation or society may ap- 
pear and defend in the name of said corporation or society, by 
filing a bond with the clerk in the penal sum of not less than 
five hundred dollars, conditioned for the payment of the costs 
which the petitioners may recover against said corporation or 
society. 


30. Appointment of commissioners.—3684. The 
county court, if no sufficient cause is shown to the contrary, 
shall at the first term of the court appoint three disinterested 
persons to be commissioners, who shall fix a time and place for 
hearing, and give a reasonable notice thereof to those who de- 
fend; but if, at the time of giving said notice, no person has 
entered to defend, said comm#ssioners shall give notice of said 
hearing by posting a notice thereof, at least ten days before said 


510 RELIGIouS CoRPORATIONS, 


hearing, in three or more public places in the town in whick 
said corporation or society is located. 


31. Proceedings if petition be granted.—3685. If upon 
the hearing it appears to be for the best interest of a majority 
of the members of said corporation or society or the persons 
interested therein, that the same should be dissolved or moved, 
and that the property should be divided among the owners 
thereof, or that said property should be sold and the proceeds 
divided, the commissioners shall so report to the court, at its 
next regular term; and the court shall thereupon render judg- 
ment in accordance with the facts found and that said cor- 
poration or society is dissolved, and that the property belonging 
to it, whether real or personal, shall be divided, or sold and its 
proceeds divided among the owners thereof, or the persons in- 
terested therein, as to the court seems just, and for the peti- 
tioners to recover their costs, if defense is made to said petition; 
but if no defense is made, the petitioners shall pay the costs and 
the court shall so order. 


32. Warrant for distribution.—3686. The court shall, 
upon the final determination of said petition, issue its warrant, 
as final process in civil causes is now issued, to said commis- 
sioners, commanding them forthwith to make distribution of the 
property belonging to said corporation or society among the 
members thereof and the parties interested therein, as to said 
commissioners seems just, and make return thereof with their 
doings thereon to the clerk of the court and to the town clerk’s 
office in the town where said corporation or society is located, 
and cause the same to be there recorded, within ninety days 
from issuing the same, 


33. Proceedings if society prevails.—3687. If upon 
the hearing of said petition it appears to the commissioners that 
the best interests of the members of the corporation or society, 
or the persons interested therein, do not demand that the cor- 
poration or society be dissolved, they shall so report, and judg- 
ment shall be rendered thereupon for defendant to recover his 
costs, 


34. Commissioners’ fees.—3688. Each commissioner 
shall be allowed for his services .two dollars a day and his ex- 
penses and money necessarily paid out in the performance of 


VERMONT, 511 


his duty; all other costs incurred shall be taxed as costs are now 
taxed in hearings before a referee in civil causes, 


PARTICULAR DENOMINATIONS. 


35. Sections 1960-63, Title XIII, Chap. XCVIII, make 
special provisions for the Methodist Episcopal Church. 
Sections 1963-64 make special provisions for the Protestant 


Episcopal Church, 


VIRGINIA. 


CONSTITUTION. 
[In effect, Jan. 26, 1870. ] 


ARTICLE V. 


1. No charters to be granted to churches.—17. The 
general assembly shall not grant a charter of incorporation to 
any church or religious denomination, but may secure the title 
to church property to an extent to be limited by law. 


ARTICLE XI. 


2. Property rights confirmed and guaranteed.—8. 
The rights of ecclesiastical bodies in and to church property 
conveyed to them by regular deed of conveyance shall not be 
affected by the late civil war, nor by any antecedent or subse- 
quent event, nor by any act of the Legislature purporting to 
govern the same, but all such property shall pass to and be 
held by the parties set forth in the original deeds of convey- 
ance, or the legal assignees of such original parties holding 
through or by conveyance, and any act or acts of the Legisla- 
ture in opposition thereto shall be null and void. 


CODE, 1887.* 
TitLe XXI. Cuap. LXIII. Or Reticious FREEDOM. 


3. No compulsory support of religion, religious 
tests, etc.—1394. ‘‘Be it enacted by the General Assembly, 
That no man shall be compelled to frequent or support any 
religious worship, place, or ministry whatsoever, nor shall be 
enforced, restrained, molested, or burthened in his body or 
goods, nor shall otherwise suffer on account of his religious 
opinions or belief; but that all men shall be free to profess, and 
by argument to maintain, their opinions in matters of religion, 

“Annual Statutes examined to 1895. 
(512) 


VIRGINIA. ; 513 


and that the same shall in no wise diminish, enlarge, or affect 
their civil capacities.” [Act of Dec. 16, 1785, reasserted in 
1849. | 


TiTLteE XXI. CuHap. LXIV. Or Cuurcu Property, BEeNnevo- 
LENT ASSOCIATIONS AND OBJECTS. 


4. Conveyances of land confirmed.—1398. Every 
conveyance, devise, or dedication shall be valid, which since 
the first day of January, seventeen hundred and seventy-seven, 
has been made, and every conveyance shall be valid which 
hereafter shall be made, of land for the use or benefit of any 
religious congregation, as a place for public worship, or as a 
burial place, or a residence for a minister; or for the use or 
benefit of any church, or religious society, as a residence for a 
bishop, or other minister or clergyman, who, though not in spe- 
cial charge of a congregation, is yet an officer of such church 
or religious society, and employed under its authority, and 
about its business; and the land shall be held for such use or 
benefit, and for such purpose, and not otherwise. 


5. Trustees to be appointed.—1399. The circuit court 
of the county, or the circuit or corporation court of the corpora- 
tion, or the judge thereof in vacation, wherein there is any 
parcel of such land, or the greater part thereof, may on appli- 
cation of the proper authorities of such congregation, from 
time to time appoint trustees, either when there were, or are 
none, or in place of former trustees, and change those so 
appointed whenever it may seem to the court proper, to effect 
or promote the purpose of the conveyance, devise, or dedica- 
tion, and the legal title to such land shall, for that purpose, be 
vested in the said trustees for the time being and their succes- 
sors. 


6. Property rights in divided congregation vested 
in majority, subject to court.—r140o0. If a division has 
heretofore occurred or shall hereafter occur in a church or 
religious society, to which any such congregation is attached, 
the communicants, pewholders, and pew owners of such corpora- 
tion, over twenty-one years of age, may by a vote of a majority 
of the whole number, determine to which branch of the church 
or society such congregation shall thereafter belong. Such 
determination shall be reported to the circuit court of the 
county, or circuit or corporation court of the corporation, 


514 RELIGIOUS CORPORATIONS. 


wherein the property held in trust for such congregation or the 
greater part thereof is; and if the determination be approved 
by the court, it shall be so entered in its chancery order book, 
and shall be conclusive as to the title to and control of any 
property held in trust for such congregation, and be respected 
and enforced accordingly in all of the courts of this State. If 
a division has heretofore occurred or shall hereafter occur in a 
congregation, which in its organization and government is a 
church or society entirely independent of any other church or 
general society, a majority of the members of such congrega- 
tion, entitled to vote by its constitution as existing at the time 
of the division, or where it has no written constitution, entitled 
to vote by its ordinary practice or custom, may decide the right, 
title, and control of all property held in trust for such congre- 
gation. Their decision shall be reported to such court, and if 
approved by it, shall be so entered as aforesaid, and shall be 
final as to such right of property so held. 


7. Title to books and furniture in trustees.—r4o1. 
When books or furniture shall be given or acquired for the 
benefit of such congregation, church, or religious society, to be 
used on the said land in the ceremonies of public worship, or 
at the residence of the minister, the same shall stand vested in 
the trustees having the legal title to the land, to be held by 
them as the land is held, and upon the same trusts. 


8. Suits by and against trustees.—1402. The said 
trustees, and such as are mentioned in section fourteen hun- 
dred and nine,* may, in their own names, sue for and recover 
any land or other property held by them respectively in trust, 
or damages for any injury thereto, and be sued in relation to 
the same. Such suit, notwithstanding the death of any of the 
said trustees, or the appointment of others, shall proceed in 
the names of the trustees by or against whom it was instituted. 


9. Limitation upon real estate.—1403. Such trus- 
tees shall not take or hold at any one time more than two acres 
of land in a city or town, nor more than seventy-five acres out 
of a city or town. 


10. Suits may be brought to protect trusts.—1404. 
Any one or more members of any religious congregation may 


* Trustees of any society of freemasons, odd fellows, sons of temperance, or any 
other benevolent or literary association. 


VIRGINIA, 515 


in his or their names, in behalf of such congregation, com- 
mence and prosecute a suit in equity against any such trustee, 
to compel him to apply such land or property for the use or 
benefit of the congregation, as his duty shall require. No 
member of the congregation need be made a member to such 
suit; but, in other respects, the same shall be proceeded in, 
heard, and determined as other suits in equity, except that it 
may be proceeded in, notwithstanding the death of the plain- 
tiff, as if he were still living. 


11. Suits may be brought for sale or mortgage.— 
1405. Whenever any religious congregation, for whose use a 
conveyance, devise, or dedication of land has been lawfully 
made, shall deem that their interest will be promoted by a sale 
of the whole ora part of such land, or by a mortgage thereof, 
or deed of trust thereon, it shall be lawful for any member of 
such congregation, in his name and in behalf of the other 
members thereof, to prosecute a suit for either of said purposes 
in the circuit court of the county, or circuit or corporation 
court of the corporation, in which such land, or the greater 
part thereof, lies, against the trustees or the survivors of them 
in whom the legal title is; and it shall be lawful for such court, 
if a proper case be made, and the court be of opinion that the 
tights of others will not be violated thereby, to order the sale 
of such land or part thereof, or the execution of such mortgage 
or deed of trust, and make such disposition of the proceeds of 
such sale as the congregation may desire. 


12. Trustees may petition for sale or mortgage. 
Property of extinct churches, how disposed of.—1400. 
The trustees of such congregation may file their petition in the 
circuit court of the county or the circuit or corporation court 
of the corporation wherein the land, or the greater part 
thereof, held by them as trustees lies, or before the judge of 
said court in vacation, asking leave to sell, encumber or ex- 
change the said land, or a part thereof; and upon evidence 
being produced before the court, or the judge thereof in vaca- 
tion, that it is the wish of said congregation to sell, exchange 
or encumber the said property, the court, or the judge thereof 
in vacation, shall make such order as may be proper providing 
for the sale of such land, or a part, or that the same may be 
exchanged or encumbered, and, in case of sale, for the proper 
investment of the proceeds. And when any such religious 


516 Reticious CoRPORATIONS. 


congregation has become extinct or has ceased to occupy said — 
property as a place of worship, so that it may be regarded as 
abandoned property, the petition may be presented either by 
the surviving trustee or trustees, should there be any, by any 
one or more member or members of said congregation, should 
there be any, or by the religious body which, by the laws of the 
church or denomination to which said congregation belonged, 
has the charge or custody of said property, or in which it may 
be vested by the laws of said church or denomination; and the 
court, or the judge thereof in vacation, shall make a decree for 
the sale of said property and the disposition of its proceeds in 
accordance with the law of said denomination; and the printed 
acts of said church or denomination issued by its authority, 
embodied in book or pamphlet form, shall be taken and 
regarded as the law and acts of said denomination or religious 
body. The court, or judge thereof in vacation, may make such 
order as to the costs in all these proceedings as may seem 
proper. [As amended, Feb. 27, 1894.] 


a 


WASHINGTON. 


CONSTITUTION. 
[In effect, Nov. 11, 1889.] 


Art. I. DerciaraTion or RIGHTs. 


1. No irrevocable charters.—8. No law granting irre- 
vocably any privilege, franchise, or immunity shall be passed 
by the legislature. 


2. No religious establishment or qualification for 
office, etc.—11. Absolute freedom of conscience in all mat- 
ters of religious sentiment, belief, and worship shall be guaran- 
teed to every individual, and no one shall be molested or dis- 
turbed in person or property on account of religion, but the 
liberty of conscience hereby secured shall not be so construed 
as to excuse acts of licentiousness, or justify practices incon- 
sistent with the peace and safety of the State. No public 
money or property shall be appropriated for or applied to any 
teligious worship, exercise, or instruction, or the support of 
any religious establishment. No religious qualification shall 
be required for any public office or employment, nor shall any 
person be incompetent as a witness or juror in consequence of 
his opinion on matters of religion, nor be questioned in any 
court of justice touching his religious belief to affect the weight 
of his testimony. 


3. Laws to grant equal privileges.—12. No law shall 
be passed granting to any citizen, class of citizens, or corpora- 
tion other than municipal, privileges or immunities which upon 
the same terms shall not equally belong to all citizens or corpo- 
rations. 

Articte II, 


4. Special laws not to be passed.—28. The legisla- 
ture is prohibited from enacting any private or special laws in 


§6. For granting corporate powers or privileges. 
(17) 


518 RELIGIOUS CORPORATIONS. 


ARTICLE XII. 


5. General laws to be enacted.—1. Corporations may 
be formed under general laws, but shall not be created by spe- 
cial acts. All laws relating to corporations may be altered, 
amended or repealed by the legislature at any time, and all cor- 
porations doing business in this State may, as to such business, 
be regulated, limited or restrained by law. 


6. Charters not to be extended or forfeitures re- 
mitted by legislature.—3. The legislature shall not extend 
any franchise or charter, nor remit the forfeiture of any fran- 
chise or charter of any corporation now existing, or which shall 
hereafter exist under the laws of this State. 


7. Meaning of ‘‘Corporation.” Power to sue.—s. 
The term ‘‘ corporation,” as used in this article, shall be con- 
strued to include all associations and joint stock companies 
having any powers or privileges of corporations not possessed 
by individuals or partnerships, and all corporations shall have 
the right to sue and shall be subject to be sued in all courts in 
like cases as natural persons. 


ARTICLE XXVII. 


8. Territorial laws in force until repealed.*—All 
laws now in force in the Territory of Washington which are 
not repugnant to this constitution shall remain in force until 
they expire by their own limitation, or are altered or repealed 
by the legislature. 


GENERAL STATUTES, 1891. 
[With amendments to 1895. ] 


TitLE XVIII. Cuap. IX. Or Corporations FoR RELIGIOUS, 
EDUCATIONAL AND CHARITABLE PURPOSES. 


9. How incorporated. Contents of articles.—1638. 

. . . Any two or more persons desirous of forming a corpo- 
ration for a college, seminary, church, library, or benevolent, 
temperance, charitable or scientific society, shall make and 
subscribe written articles of incorporation in triplicate, and 
acknowledge the same before any officer authorized to take the 


*See No. 24, p. 525. 


WASHINGTON. 519 


acknowledgments of deeds, and file one of such articles in the 
office of the secretary of State, and another in the office of the 
county auditor of the county in which the principal place (of) 
business of the corporation is intended to be located, and retain 
the third in the possession of the corporation. 

Such articles shall specify: 

1. The corporate name and location and chief place of 
business of such corporation. 

aia ai. sn If not a joint stock company, then the terms of 
admission to membership. 

3. The object for which the corporation is formed. 

4. By what officers the affairs of said corporation shall be 
managed, and when such officers are to be elected, or, if ap- 
pointed, when and by whom such appointments are to be made. 
[As amended, March 20, 1895. ] 


10. Powers.—1639. When such articles shall have been 
filed as aforesaid the persons who shall have signed and verified 
the same, and their successors, shall be a body politic and cor- 
porate, with perpetual succession, they shall be capable, in law, 
of suing and being sued, pleading and being impleaded, answer- 
ing and being answered in all the courts of the State; they 
may have a common seal, alter and change the same at pleasure, 
acquire, mortgage and sell property, personal and real, for the 
purpose of carrying out the objects of the corporation, and 
make by-laws, rules, and regulations, as they may deem proper 
and best for the welfare and the good order of the incorpora- 
tion, and may amend the articles of the incorporation by sup- 
plemental articles: Provided, That such by-laws, rules and 
regulations be not contrary to the constitution and laws of the 
United States, and the existing laws of the State. 


11. Dissolution, how effected.—1642. Any corporation 
desiring its dissolution may, by a three-fourths vote of all its 
members at some regular meeting, execute a surrender of all 
its corporate powers, and upon the filing of duplicate surren- 
ders with the said auditor and secretary of State, the said cor- 
poration shall be dissolved to all intents and purposes. 


DEFECTIVE ARTICLES. 


[Act of Mar. 2, 1895.] 


12. How validated.—:. All instruments purporting to 
be articles of incorporation for a college, seminary, church, 


520 RELIGIOUS CORPORATIONS. 


library, or benevolent, charitable, or scientific society, made 
and executed in accordance with the provisions of chapter 9, 
title 18, of volume 1 of Hill’s Annotated Statutes and Codes of 
Washington, or under and by virtue of the provisions of sec- 
tions 2450 to 2454,* both inclusive, of the Code of Washington 
of 1881, except that the same have been acknowledged before 
an officer authorized by law to take the acknowledgment of 
deeds, and have not been sworn to by the trustees as by said 
laws required, or have been filed with the auditor of the county 
where the chief place of business of the corporation so pur- 
porting to be formed is located, instead of being recorded as 
by said laws required, or which are defective in both of said 
respects, are hereby declared to be, and are hereby made to be, 
good and valid articles of incorporation; and the corporations 
formed, or attempted to be formed by virtue of said articles of 
incorporation, are hereby declared to be, and are hereby made, 
good and valid, and existing corporations, with the same and 
as full powers, rights and liabilities as they would have had if 
the said articles of incorporation had been executed and re- 
corded as by laws required, and that all acts, deeds, and pro- 
ceedings had or done by said corporations, or under said articles 
of incorporation, and all rights acquired as to both real and 
personal property, and all obligations of every kind incurred 
by such corporations, are hereby made of the same force, effect 
and validity as if said articles of incorporation had been exe- 
cuted as required by law. 


Lists OF OFFICERS. 


[Act of Mar. 20, 1895.] 


13. Existing corporations.—1. Every corporation here- 
tofore organized under the laws of the Territory or State of 
Washington, and every corporation which may hereafter be 
organized under the laws of this State, shall, on or before the 
second Tuesday of January of each year, and at such other 
times as such corporations may elect so to do, file with the 
county auditor of the county in which such corporation has its 
principal place of business, a statement, sworn to by its presi- 
dent and attested by its secretary and sealed with its corporate 
seal, containing a list of all its officers and their respective 
titles of office, names and addresses, and the term of office for 
which they have been chosen. 


* See Secs. 1638 seg., Nos. 9-11, pp. 518, 519. 


—— = - 


WASHINGTON, 521 


14, Future corporations.—2z. Every corporation which 
shall be hereafter organized under the laws of this State shall, 
within thirty days after it shall have filed its certificate of incor- 
poration with the county auditor of the county in which it has 
its principal place of business, file with such county auditor a 
statement, sworn to by its president and attested by its secre- 
tary and sealed with its corporate seal, containing a list of all 
of its officers and their respective titles of office, names and 
address, and the term of office for which they have been chosen. 


CoRPORATIONS FOR RELIGIOUS AND OTHER PURPOSES. 
[Act of March 21, 1895. ] 


15. How incorporated. 1. Two or more persons within 
this State who associate themselves together by an agreement 
in writing, as hereinafter described, with the intention of form- 
ing a corporation for any of the purposes hereinafter specified, 
upon complying with the provisions of sections 4, 5 and 6* of 
this act, shall be and remain a corporation. 


16. Purposes.—2. Such association may be formed for 
any educational, charitable, benevolent or religious purposes; 
. . . for supporting any missionary enterprise having for its 
object the dissemination of religious or educational instruction; 
for promoting temperance or morality in this State, or other 
charitable or social bodies of a like character and purpose. .... 


17. Articles, contents of—3. The agreement shall 
state that the subscribers thereto associate themselves with the 
intention of forming a corporation, the name of the corpora- 
tion, the purposes for which it is formed, the town or city— 
which shall be in this State—in which it is located, and if it has 
a capital stock, the amount thereof, and the number and par 
value of its shares. The name shall be one not previously in 
use by any existing corporation, and shall be changed only as 
hereinafter provided. 


18. First meeting, how called.—4. The first meeting 
of the subscribers to such agreement shall be called by a notice 
signed by one or more thereof, stating the time, place and pur- 
pose of the meeting; a copy of which notice shall, seven days 
at least before the day appointed for the meeting, be given to 
each subscriber, and left at his usual place of business or place 
of residence, or deposited in the post-office, postpaid, and 


*See Nos. 18, 19 and 20, pp. 521, 522. 
37 


522 RELIGIOUS CORPORATIONS. 


addressed to him at his usual place of business or of residence. 
And whoever gives such notices shall make affidavit of his 
doings, which shall be recorded in the records of the corpora- 
tion. 


19. First meeting, officers, by-laws.—s. At such first 
meeting, including any necessary or reasonable adjournment, 
an organization shall be effected by the choice by ballot of a 
temporary secretary, and by the adoption of by-laws, and the 
election of a president, secretary, treasurer and a board of 
trustees, not less than three nor more than fifteen in number, 
and such other officers as may be provided for by the by-laws. 
But at such first meeting no person shall be eligible as an offi- 
cer or trustee who has not subscribed to the agreement of asso- 
ciation. The temporary secretary shall make and attest a 
record of the proceedings until the secretary has been chosen. 


20. Certificates of association and incorporation.— 
6. The president, secretary and a majority of the trustees shall 
forthwith make, sign and swear to a certificate setting forth a 
true copy of the agreement of association, with the names of 
the subscribers thereto, the date of the first meeting and the 
successive adjournments thereof, if any, and shall file such certi- 
ficate in the office of the county auditor of the county wherein 
the organization is effected and in the office of the secretary of 
state, who, upon payment of a fee of five dollars, shall cause 
the same to be recorded in a book to be kept for that purpose, 
and shall thereupon issue a certificate in the following form: 


‘¢STATE OF WASHINGTON. 


**Be it known that, whereas (here the names of the sub- 
scribers to the agreement of association shall be inserted) have 
associated themselves with the intention of forming a corpora- 
tion under the name of (here the name of the corporation shall 
be inserted), for the purpose (here the purpose declared in the 
agreement of association shall be inserted), with a capital of 
(here the amount of the capital stock shall be inserted, or if 
there is no capital stock this clause shall be omitted), and have 
complied with the provisions of the laws of this State in such 
case made and provided, as appears from the certificate of the 
president, secretary and a majority of the trustees of said cor- 
poration, recorded in this office; now, therefore, I (here the 
name of the secretary shall be inserted) secretary of the State 


WASHINGTON. 523 


of Washington, do hereby certify that said (here the names of 
the subscribers to agreement of association shall be inserted), 
their associates and successors, are legally organized and estab- 
lished as and are hereby made an existing corporation, under 
the name of (here the name of the corporation shall be inserted), 
with the powers, rights and privileges and subject to the limita- 
tions, duties and restrictions which by law appertain thereto. 


‘* Witness my official signature subscribed and the seal of the 
State of Washington hereunto affixed, this day of , in 
the year ——. (In these blanks the day, month and year of 
execution of the certificate shall be inserted.)” 


The secretary shall sign the same and cause the seal of the 
State to be thereto affixed, and such certificate shall be conclu- 
sive evidence of the existence of such corporation. He shall 
also cause a record of such certificate to be made, and such cor- 
poration shall forthwith cause a certified copy of such record to 
be filed in the office of the auditor of the county wherein such 
corporation is located. 


21. Powers.—7. The corporation may prescribe by its 
laws the manner in which, and the officers and agents by whom 
the purposes of its incorporation may be carried out. The cor- 
poration may hold real and personal estate, and may hire, pur- 
chase or erect suitable buildings for its accommodation, to be 
devoted to the purposes set forth in its agreement of associa- 
tion, and may receive and hold in trust, or otherwise, funds 
received by gift or bequest, to be devoted by it to such pur- 
poses. And for the purposes of the corporation shall have 
power to issue its promissory notes, bonds or other obligations, 
to be secured by mortgages on its real estate and other prop- 
erty in such manner as may be provided by its by-laws. 


22. Prior corporations may accept provisions. — 
11.* Nothing contained in this act shall affect the existence of 
any association or corporation heretofore formed under the pro- 
visions of any law in this State for any of the purposes men- 
tioned in section twot of this act, (and) any such corporation 
may, at a meeting called for the purpose, vote to adopt the pro- 
visions of this act, and upon so voting and complying with the 
provisions of this section shall have the powers and privileges 
and be subject to the duties and obligations of corporations 
formed under this act. After so voting the corporation may 


* Sections 8, 9 and 1o deal with beneficiary associations. +See No. 16, p. 521. 


524 RELIGIOUS CORPORATIONS. 


file with the secretary of the State a certificate signed and 
sworn to by its president, secretary, and a majority of its board 
of trustees, setting forth a copy of its articles of incorporation 
and of said vote, and the date of the meeting at which the vote 
was adopted, and the secretary of state, upon payment of a fee 
of five dollars, shall issue a certificate in the following form: 


‘‘ STATE OF WASHINGTON. 


‘Be it known that, whereas (here the names of the original 
incorporators shall be inserted) have formally associated them- 
selves with the intention of forming a corporation under the 
name of (here the name of the incorporation shall be inserted) 
for the purpose (here the purpose declared in the original arti- 
cles of incorporation shall be inserted), under the provisions of 
(here the designation of the statute under the provisions of 
which organization was effected, shall be inserted), with a cap- 
ital of (here the amount of capital stock as it stands fixed at 
the date of the certificate, shall be inserted; or if there is no 
capital stock this clause shall be omitted), and the provisions ot 
the laws in this State in such case made and provided have 
been complied with, as appears from a certificate of the proper 
officers of said corporation, recorded (in) this office; now, there- 
fore I (here the name of the secretary is to be inserted), secre- 
tary of the State of Washington, do hereby certify that said 
(here the name of the corporation shall be inserted) is legally 
organized and established as an existing corporation, with the 
powers, rights and privileges, and subject to the limitations, 
duties and restrictions which by law appertain thereto. 

‘‘Witness my official signature hereunto subscribed and 
the seal of (the) State of Washington hereunto affixed, this 
day of in the year (In these blanks the day, month 
and year of execution of the certificate shall be inserted.)” 


This certificate shall be signed, sealed and recorded, and 
filed in the same manner, and shall have the same effect as the 
certificate provided in section six. 


23. Amendments to articles, how effected.—1z2. 
Whenever it is desired to amend in any particular within the 
scope of this act, the provisions of the articles of agreement of 
any corporation organized or qualified under this act, such 
amendment or amendments shall be effected by the filing with 
the secretary of state of a certificate signed and sworn to by 


WASHINGTON, 525 


the president, secretary and a majority of the board of trustees, 
which certificate shall be authorized by a vote of at least two- 
thirds of the stockholders or members of the corporation at a 
meeting called and held for that purpose, in the manner pre- 
scribed by the by-laws, and the secretary of state shall, upon 
payment of a fee of five dollars, cause such certificate to be 
recorded, and shall issue a certificate in the following form: 


‘© STATE OF WASHINGTON. 


‘Be it known that, whereas (here the name of the corpora- 
tion shall be inserted), a corporation heretofore duly organized, 
has, in accordance with the provisions of the laws of this State 
in such case made and provided, amended its articles of agree- 
ment as follows: (here shall be inserted the nature of the 
amendment or amendments), as appears from a certificate of 
the proper officers of said corporation recorded in this office; 
now, therefore, I (here the name of the secretary is to be 
inserted), secretary of the State of Washington, do hereby cer- 
tify that such amendment (or amendments) ha— been duly 
adopted as, and now are, a part of the articles of agreement of 
said corporation. 

‘Witness my official signature hereunto subscribed and 
the seal of the State of Washington hereunto affixed, this 
day of —— in the year ——.._ (In these blanks the day, month 
and year of execution of this certificate shall be inserted.)” 


This certificate shall be signed, sealed and recorded, and 
filed in the same manner and shall have the same effect as the 
certificate provided for in section six. 


MIssIONARY STATIONS, 


94. Titles confirmed.—/Provided, further, ‘‘That the 
title to the land, not exceeding six hundred and forty acres, 
now occupied as missionary stations among the Indian tribes in 
said Territory, or that may have been so occupied as missionary 
stations prior to the passage of the act establishing the Territo- 
rial government of Oregon, together with the improvements 
thereon, be, and is hereby confirmed and established to the sev- 
eral religious societies to which said missionary stations respec- 
tively belong.” [U. S. Statutes, Vol. 10, page 173. ] 


WEST VIRGINIA. 


CONSTITUTION. 
ArtTIcLeE III. 


[In effect, Aug. 22, 1872.] 


1. No compulsory support of religion, religious 
tests, etc.—15. No man shall be compelled to frequent or 
support any religious worship, place or ministry whatsoever; 
nor shall any man be enforced, restrained, molested or bur- 
thened, in his body or goods, or otherwise suffer, on account of 
his religious opinions or belief, but all men shall be free to pro- 
fess, and by argument, to maintain their opinions in matters of 
religion; and the same shall, in no wise, affect, diminish or 
enlarge their civil capacities; and the Legislature shall not pre- 
scribe any religious test whatever, or confer any peculiar priv- 
ileges or advantages on any sect or denomination, or pass any 
law requiring or authorizing any religious society, or the people 
of any district within this State, to levy on themselves, or 
others, any tax for the erection or repair of any house for 
public worship, or for the support of any church or ministry, 
but it shall be left free for every person to select his religious 
instructor, and to make for his support, such private contract 
as he shall please. 


ARTICLE VI. 


2. No law for sale of church property to be passed. 
—39. The Legislature shall not pass local or special laws in 
any of the following enumerated cases. .... Providing for 
the sale of church property, or property held for charitable 
uses. 


3. No charters for churches. General laws to be 
enacted for church property.—47. No charter of incorpo- 
ration shall be granted to any church or religious denomination. 
Provisions may be made by general laws for securing the title 
to church property, and for the sale and transfer thereof, so 

(526) 


West VIRGINIA. 527 


that it shall be held, used, or transferred for the purposes of 
such church or religious denomination. 


CODE, 1891. 
[With amendments to 1895. ] 


Cuap. LVII. Or Cuurcu Property. 


4. Grants made after 1777 valid.—1. Every convey- 
ance, devise or dedication which has been made since the first 
day of January, one thousand seven hundred and seventy- 
seven, and every conveyance of land which shall hereafter be 
made for the use or benefit of any church, religious sect, 
society, congregation or denomination, as a place of public 
worship, or as a burial place, or as a residence for a minister, 
shall be valid, and shall be construed to give the local society 
or congregation of such church to whom it was so conveyed, 
devised or dedicated, the control thereof, except as herein pro- 
vided; and the land shall be held for such purpose and no 
other. Any conveyance of property for the use of two or more 
contiguous congregations, shall be construed to give such con- 
tiguous congregations the equitable title to such property: Pro- 
vided, however, That no lot of ground used for church purposes 
shall be taken from the members of the church that purchased 
the same, or for whose use or benefit it was conveyed, devised 
or dedicated. [As amended by chap. 33, Laws of 1882. ] 


5. Title to personal property to vest in trustees.— 
2. When books, or furniture, or other personal property, shall 
be acquired for the benefit of such local society to be used on 
the said land in the ceremonies of public worship, or at the 
residence of the minister, the title of the same shall be vested 
in the trustees in whom is vested the legal title of the land, to 
be held by them in the same way, for the same uses, and under 
the same control. 


6. Circuit court may appoint trustees.—4.* The 
circuit court of the county, wherein any such lands as are men- 
tioned in the first section of this chapter, or the greater part 
thereof, may lie, on the application of the proper authorities of 
such church, congregation, district, circuit, religious sect, 


* Sections 3 and 5 deal only with educational and benevolent associations which may 
be incorporated. 


528 RELIGIOUS CORPORATIONS. 


society or denomination, or any secret order, may from time to 
time appoint trustees, either where there were or are none, or 
in place of former trustees, and change those so appointed 
whenever it may appear to the court proper to effect or pro- 
mote the purpose of the conveyance, devise or dedication and 
secure the same to the use of those justly entitled thereto; and 
the legal title to such land shall, for that purpose, be vested in 
the said trustees for the time being and their successors. [As 
amended, Feb. 21, 1895. ] 


7. All titles vested in trustees.—6. .... Any con- 
veyance, devise or dedication heretofore made to the board of 
trustees of any church, college, academy, high school, or other 
seminary of learning, or of any of the societies or orders men- 
tioned in the third section* of this chapter shall vest the title to 
such property in the said trustees individually and collectively, 
and shall be as valid and binding in all respects as if such 
property had been conveyed to them by their proper names. 
[As amended, chap. 33, 1882. | 


8. Real estate, limit upon. Power to sue.—7. Such 
trustees may take and hold, for the purposes mentioned in the 
first section} of this chapter, not exceeding four acres of land in 
an incorporated city, town or village, and not exceeding sixty 
acres out of such city, town or village. For any of the pur- 
poses mentioned in the third section{ of this chapter, except for 
a college, academy, high school, or other seminary of learning, 
such trustees may take and hold not exceeding two acres of 
land, and such land shall not be held for any other use than as 
a place of meeting for such society or association, and for the 
education and maintenance of children charitably provided for 
by them. For the use of a college, academy, high school or 
any other seminary of learning, such trustees may take and 
hold real estate without limit. The trustees of any church, 
religious sect, society, congregation or denomination, holding 
for the use thereof such property as is mentioned in the first 
and second§ sections of this chapter, may in their own name sue 
for and recover any land or other property so held by them, as 
well as for damages done by any person to any such property, 
and may be sued in relation thereto; such suit, notwithstanding 
the death of any of said trustees or the appointment of others, 


* Applies only to educational and benevolent associations. 


+See No. 4, p. 527. t See Note to No. 7, p. 528. @See Nos. 4 and 5, p. 527. 


West VIRGINIA. 529 


shall proceed in the name of the trustee by or against whom it 
was instituted. [As amended, chap. 32, 1887. ] 


9. Trustees may mortgage property.—8. The board 
of trustees of any church, religious sect, society, congregation, 
denomination, college, academy, high school, seminary of learn- 
ing, society of Freemasons, Odd Fellows, Sons of Temperance, 
Good Templars, orphan asylum, children’s home, or other ben- 
evolent association, or purpose mentioned in this chapter may 
borrow money if required for building or other legitimate pur- 
pose in the execution of such trust, and may execute alien upon 
any property, real or personal, held by them as such trustees 
to secure the payment thereof. [As amended, chap. 10, 1885. ] 


10. Property to be sold only on order of court.— 
9. Whenever any such board of trustees shall deem that the 
interest of those for whose use it holds any such real estate, 
will be promoted by a sale thereof, it shall be lawful for such 
board to file a petition in equity in the circuit court of the 
county in which such lands, or the greater part thereof, may 
lie therefor, and such proceedings shall thereafter be had upon 
such petition as in a suit in chancery regularly brought and pro- 
secuted in said court. Anorder of publication stating the filing 
of such petition and the object thereof, shall be posted on the 
court-house door, and at some conspicuous place on the prem- 
ises, and published for such time and in such manner as the 
court may prescribe; and any person interested may appear and 
resist such application. Upon the execution of such order, it 
shall be lawful for such court, if a proper case be made, and 
the court be of opinion that the rights of others will not be 
violated thereby, to order a sale of such land and make such 
disposition of the proceeds thereof as may be right and proper, 
and not inconsistent with the purposes for which the trust was 
created: Provided, That no such sale of land mentioned in 
the first* section of this chapter shall be made unless it appear 
to the court that the majority of the members of such church, 
religious sect, society, congregation or denomination, desires 
the same; but in any case where the authority to administer 
the affairs of such church, religious sect, society, congregation 
or denomination, is, by its rules and ecclesiastical policy, com- 
mitted to a delegated or select body, such sale may be when it 
appears that such delegated or select body desires the same. 
[As amended, chap. 41, 1833. ] 

*See No. 4, p. 527. 


WISCONSIN. 


CONSTITUTION. 
Art. I. DECLARATION OF RIGHTS. 


[In effect, March 2, 1848. 


1. No compulsory or State support of religion.— 
18. The right of every man to worship Almighty God, accord- 
ing to the dictates of his own conscience, shall never be 
infringed; nor shall any man be compelled to attend, erect, or 
support any place of worship, or to maintain any ministry 
against his consent, nor shall any control of, or interference 
with, the rights of conscience be permitted, or any preference 
be given by law to any religious establishments, or modes of 
worship; nor shall any money be drawn from the treasury for 
the benefit of religious societies, or religious, or theological 
seminaries. 


2. No religious tests for public trusts.—19. No 
religious test shall ever be required as a qualification for any 
office of public trust under the State, and no person shall be 
rendered incompetent to give evidence in any court of law, or 
equity, in consequence of his opinions on the subject of religion. 


Art. VI. LEGISLATIVE. 


3. No special laws to be passed.—31. The legislature 
is prohibited from enacting any special or private laws . 
for granting corporate powers or privileges, except to cities. 
[As amended, Nov. 7, 1871. ] 


ArT. XI. CORPORATIONS. 


4. General laws to be enacted.—1. Corporations 
without banking powers or privileges may be formed under 
general laws, but shall not be created by special act, except for 
municipal purposes, and in cases where, in the judgment of the 
Legislature, the objects of the corporation cannot be attained 

(530) 


| 
| 


WISCONSIN, 531 


under general laws. All general laws or special acts enacted 
under the provisions of this section may be altered and repealed 
by the Legislature at any time after their passage. 


ANNOTATED STATUTES, 1889. 
[With amendments to 1895. ] 
TitLE XIX. CoRpPORATIONS. 


Cuap. LXXXV. Or GENERAL PRovisions RELATING 
TO CORPORATIONS.* 


5. Powers.—1748. Every corporation organized under 
any general or special law, when no other provision is specially 
made by law, or by its articles of organization, shall have the 
following powers: 

1. To make all contracts necessary and proper to effect its 
purposes and conduct its business. 

2. To sue and be sued, to appear and defend in all actions 
and proceedings in its corporate name, to the same extent as a 
natural person. 

3. To have a common seal, and alter the same at pleasure. 

4. To elect or appoint in such manner as shall be fixed by 
its by-laws, all necessary officers, agents, and servants, define 
their duties and obligations, fix their compensation and fill 
vacancies therein; and to establish branch offices or places of 
business in this State, or elsewhere. 

5. To make, amend and repeal by-laws and regulations, 
not inconsistent with law or its articles of organization for its 
own government, for the orderly conducting of its affairs, and 
the management of its property, for determining the manner 
of calling and conducting its meetings, the manner of appoint- 
ing and mode of voting by proxy, and the tenure of office of 
its several officers, and such others as shall be necessary or con- 
venient for the accomplishment of its purposes, and may pre- 
scribe suitable penalties for the violation of its by-laws, not 
exceeding in any one case twenty dollars for any one offense. 

6. To take and hold property, both real and personal, to 
an amount authorized by law, and sell, convey or otherwise 
dispose of the same. 


*No. 24, p. 540, Section 1991, makes the provisions of this chapter applicable to relig- 
ious corporations so far as necessary, 


532 RELIGIOUS CORPORATIONS. 


7. To mortgage its franchises, tolls, revenues and prop- 
erty, both real and personal, to secure the payment of its debts, 
or to borrow money for the purposes of the corporation, and 
no other, with the consent of a majority of its stockholders, or, 
if not a stock corporation, of a majority of its members, and 
to establish, with the like consent, a sinking fund for the pay- 
ment of its debts. 


6. Majorities a quorum of directors and members. 
—1749. A majority of the directors or trustees of every cor- 
poration, convened according to the by-laws thereof, shall con- 
stitute a quorum for the transaction of business. The mem- 
bers owning a majority of the stock, in stock corporations, and 
a majority of the members, of other corporations, shall consti- 
tute a quorum at any meeting of such stockholders or members, 
and be capable of transacting any business thereof, except 
when otherwise specially provided by law or by the articles of 
organization of the corporation. 


7. Records, rules as to. Penalty for omissions.— 
1759. Every corporation shall keep a correct and complete 
record of all its proceedings, including such as relate to the 
election of its officers; and such record may be kept in any 
other than the English language, when so provided in its arti- 
cles of organization. Every corporation shall also keep a book 
containing the names of all stockholders or members, since its 
organization, showing the place of residence, amount of stock 
held, time of acquiring stock or becoming a member, time of 
transfer of stock or cessation of membership, of each respec- 
tively. If any officer, agent or servant of any corporation, 
shall omit to make any entry in the books or records thereof, 
which it is his duty to make as such officer, agent or servant, 
he shall forfeit not less than twenty-five, nor more than one 
thousand dollars, and be liable for all damages thereby sus- 
tained. 


8. All meetings of entire membership legal.—176r. 
When all the members of any corporation shall be present at 
any meeting, however notified, and shall sign a written consent 
to the holding of such meeting on the records thereof, they 
may transact any business at such meeting, which could law- 
fully be transacted at any meeting of the members of such cor- 
poration, regularly called and notified. 


a 


WISsconsIN. 533 


9. Elections of trustees, special provisions for.— 
1762. When not otherwise specially provided by law or by the 
by-laws of any corporation, the directors or trustees thereof 
shall call and order the elections of the officers of such corpo- 
tation annually; and if they refuse so to do, or if from any 
other cause it shall happen that an election of directors or 
trustees shall not take place at the annual meeting, such corpo- 
ration shall not be deemed dissolved thereby, but the former 
officers shall continue to act as such until their successors shall 
have been elected and qualified, and a special election may be 
called by the proper officers of such corporation for electing 
such officers by giving such notice as is required for the annual 
election; but if such officers shall refuse or neglect to call such 
special election, for ten days after the time fixed for the annual 
election, or if there be no officers authorized to call such special 
election, then any two or more members of such corporation 
may call a special meeting for the election of officers in the 
manner prescribed in section one thousand seven hundred and 
seventy-three.* When the day fixed for the annual election of 
officers or other meeting of a corporation shall fall on Sunday 
or on a legal holiday, such election or meeting shall be held on 
the next succeeding secular day. 


10. Dissolution, grounds for.—1763. Whenever any 
corporation shall have remained insolvent, or shall have neg- 
lected or refused to pay and discharge its notes or other evi- 
dences of debt, or shall have suspended its ordinary and lawful 
business for one whole year, it shall be deemed to have surren- 
dered the rights, privileges and franchises granted or acquired 
under any law, and shall be adjudged to be dissolved. 


ll. Expiring and dissolved corporations continued 
for three years. Trustees to be administrators.—1764. 
All corporations whose term of existence shall expire by their 
own limitation, or which shall be voluntarily dissolved in the 
manner provided by law, or by its articles of association, or 
shall be annulled by forfeiture or otherwise, shall nevertheless 
continue to be bodies corporate for three years thereafter, for 
the purpose of prosecuting and defending actions, and of 
enabling them to settle and close up their business, dispose of 
and convey their property and divide their capital stock, and 
for no other purpose; and when any corporation shall become 
so dissolved, the directors or managers of the affairs of such 


*See No. 17, p. 536. 


534 RELIGIOUS CORPORATIONS. 


corporation at the time of its dissolution, by whatever name 
they may be known, shall, subject to the power of any court of 
competent jurisdiction to make, in any case, a different provi- 
sion, continue to act as such during said term, and shall be 
deemed the legal administrators of such corporation, with full 
power to settle its affairs, sell or dispose of and convey all its 
property, both real and personal, collect the outstanding debts, 
and after paying the debts due and owing by such corporation 
at the time of its dissolution, and the costs of such administra- 
tion, divide the residue of the money and other property among 
the stockholders. or members thereof. 


12. Property to be used only for corporate pur- 
poses.—1767. The property of any corporation organized 
under any special or general law shall be used only for the pur- 
poses prescribed by such law, or by its articles of organization 
in pursuance thereof. 


18. Powers of the legislature.—1768. The legislature 
may at any time limit or restrict the powers of any corporation 
organized under any law, and, for just cause, annul the same, 
and prescribe such mode as may be necessary for the settlement 
of its affairs. 


14. Actions may be maintained by and against 
members.—1770. Every corporation may maintain an action 
against any of its members or stockholders for any cause rela- 
ting to the business of the corporation, the same as against any 
other person; and like actions may be maintained by any mem- 
ber or stockholder against such corporation for any cause of 
action in his favor against the same. 


CuHap. LXXXVI. OF THE ORGANIZATION OF CORPORATIONS. 


15. Purposes. Corporations to carry out wills.— 
1771. Three or more adult persons, residents of this State, may 
form a corporation in the manner provided in this chapter 

. . for the establishment and maintenance of any benevo- 
lent, charitable, or medical institution . . . . or for any lawful 
business or purpose whatever, except the business of banking 

. or other cases otherwise specially provided for.* Any 
such corporation may be formed, to have a capital stock divisi- 
ble into shares, or without any capital stock upon such plan as 


*See chap. 91, p. 540, for incorporation of churches. Section 1787, No. 20, p. 538, 
specifically provides for religious corporations other than churches under chap, 86. 


WISsconsIN. 535 


may be agreed upon..... The executors or trustees under 
any will, or one or more of such executors or trustees, who are 
authorized, requested or directed by the provisions of any will 
to organize a corporation for any of the purposes mentioned in 
this section, or the general laws of the State, may, individually, 
or as executors, or together with the legatees mentioned in the 
will, or one or more of such executors, trustees or legatees, 
may sign, execute, verify and acknowledge articles of incorpo- 
ration or association under the provisions of chapter 85,* of the 
revised statutes, for the purpose of carrying out the intentions 
of the testator as expressed in his will, and for the purpose of 
forming and organizing such corporation, and in such case may 
transfer and convey to such corporation any property of the 
testator mentioned and referred to in such will and authorized 
or required to be used for such purpose, and said executors, 
trustees or legatees, or two or more of them, may subscribe to 
the capital stock of such corporation to the amount of the value 
of the property mentioned and referred to in such will, and 
such executors or trustees may convey the property mentioned 
or referred to, to such corporation in payment of the stock so 
issued and subscribed without application to or authority from 
any court. 


MopE OF ORGANIZATION. 


16. Articles, contents, filing, and fees.—1772. In 
order to form such a corporation, the persons desiring so to do 
shall make, sign and acknowledge written articles containing: 

1. A declaration that they associate for the purpose of 
forming a corporation under these revised statutes, and of the 
business or purposes thereof. 

2. The name and location of such corporation; but such 
name shall not contain the names of individuals in the manner 
in which they are ordinarily used in partnership or business 
names; no corporate name shall be held illegal because of the 
omission of the word ‘‘limited.” 

3. The capital stock, if any, the number of shares, and the 
amount of each share. 

4. The designation of general officers and of the number 
of directors, which shall not be less than three; and the direc- 
tors may be required to be classified into three classes, so that 
one-third shall hold their offices for one year, one-third for two 
years, and one-third for three years; in which case, all direc- 


* See No. 5, p. 53!- 


536 RELIGIOUS CORPORATIONS. 


tors elected subsequent to the first shall hold their offices for 
three years, except when elected or appointed to fill vacancies, 

5. The principal duties of the several general officers 
respectively. 

6. The methods and conditions upon which members shall 
be accepted, discharged or expelled. ... . 

7. Such other provisions or articles, if any, not inconsistent 
with law, as they may deem proper to be therein inserted for 
the interests of such corporation, or the accomplishment of the ; 

1 
‘ 


purposes thereof, including, if desired, the duration of its exist- 
ence. In case the corporation is formed without capital stock, 
the articles shall fix the time and place for the first meeting for 
the election of officers, and the signers of such articles shall 
give notice thereof to the members in the manner provided in 
the next section. 

Such original articles, or a true copy thereof, verified as 
such by the affidavits of two of the signers thereof, shall be 
recorded by the register of deeds of the county in which such 
corporation is located; and no corporation shall, until such 
articles be so left for record, have legal existence. A like veri- 
fied copy shall, within thirty days, be filed with the secretary 
of State and for a failure so to do, each signer of any such arti- 
cles shall forfeit twenty-five dollars. For filing every such 
articles of incorporation with the secretary of State and issuing 
a certificate of corporation, the incorporators shall pay the sum 
of twenty-five dollars, and for filing with the secretary of State 
an amendment to articles already filed, they shall pay the sum 
of five dollars, and no articles, or any such amendments shall 
be filed unless such fees be first paid, and such sums shall be 
paid into the State treasury by the secretary of State, provided, 
no fee or payment of any sum for filing articles of association, 
or of any amendments thereto, shall be required from any cor- 
poration organized exclusively for benevolent, charitable or 
reformatory purposes, whose articles of incorporation shall pro- 
vide that no dividends or pecuniary profits shall ever be made 
or declared by such corporation toits members. [As amended, 
April 20, 1895. | 


17. Signers of articles to act until trustees are 
elected.—1773. Until the directors or trustees shall be elected, 
the signers of the articles of organization shall have direction 
of the affairs of the corporation, and make such rules as may 
be necessary for perfecting its organization, accepting members 


WISCONSIN, 537 


or regulating subscription to the capital stock. .... 1773- 
. . . . In stock corporations the first meeting* may be held at 
any time after one-half of the capital stock shall have been 
subscribed; and may be called by any two signers of the arti- 
cles, at such time and place as they shall appoint, by giving 
ten days’ personal notice thereof, in writing, to each subscriber 
of stock, or by publishing notice thereof for at least two weeks 
before such meeting, in some newspaper published at or 
nearest to the designated place of location of the corporation; 
or such meeting may be held without previous notice, if all the 
subscribers for stock be present in person or by duly authorized 
meee GtlLorney . . .. 


18. Amendments to articles, how effected, must 
be recorded.—1774. Any corporation organized under this 
chapter may, at any meeting of its members, by a vote of.... 
at least one-half of the members of corporations without stock, 
unless a greater vote shall be required in its articles, amend its 
articles of organization so as to modify or enlarge its business 
or purposes, change its name or location, . . . . change its 
officers or the number of directors, or provide anything which 
might have been originally provided in such articles; but no 
corporation without stock shall change substantially the original 
purposes of its organization. Suchamendment shall be adopted 
only in accordance with the articles of organization, if a mode 
of amending the same shall have been therein prescribed. 
When adopted, a copy of such amendment, with a certificate 
thereto affixed, signed by the president and secretary, or if 
none, the correspondent officers, and sealed with the corporate 
seal, if there be any, stating the fact and date of the adoption 
of such amendment, and that such copy is a true copy of the 
original, shall be recorded in the office where the original arti- 
cles are recorded; and the register shall note on the margin of 
the record of such original, the volume and page where every 
such amendment is recorded; and no amendment shall be of 
effect until so recorded. Within thirty days such officers shall 
file a like certified copy with the secretary of State, and in case 
of failure so to do, shall each forfeit twenty-five dollars. 
Whenever the corporate name shall be changed, the secretary 
shall publish a notice thereof in a newspaper published at or 
nearest to the place of location of such corporation, for three 
weeks, and if he shall fail for two months so to do, shall forfeit 


* See No. 17, p. 536. 


38 


538 RELIGIOUS CORPORATIONS. 


twenty-five dollars. No change of location of any such corpo- 
ration, if beyond the limits of the county, shall be valid until 
the articles of organization and all amendments shall have been 
recorded in the office of the register of deeds of the com to 
which the same shall be changed. 


19. Organization secures incorporation. Powers 
over property.—1775. Every such corporation, when so 
organized, shall be a body corporate by the name designated in 
its articles, and shall have the powers of a corporation con- 
ferred by these statutes,* necessary or proper to conduct the 
business or accomplish the purposes prescribed by its articles, 
but no other or greater; and may take by gift, devise, purchase 
or otherwise, and manage and hold, convey, mortgage, lease or 
otherwise dispose of at pleasure, such real and personal prop- 
erty of whatever kind as shall be necessary to its business or 
purposes, or the protection or benefit of its property, held or 
used for the corporate business or purposes, and such as shall 
be taken in payment or security for debts due to such corpora- 
tion. But no such corporation shall take or hold stock in any 
other corporation. . 


ADDITIONAL Powers OF PECULIAR CORPORATIONS. 


20. Religious corporations may be controlled by 
denomination.—1787. Whenever any corporation shall be 
formed under this chapter, for the benefit of, or be in any 
manner connected with, any church or religious denomina- 
tion or society, it shall, if it be so provided in its articles of 
organization, be under the supervision and control of such 
church, denomination or society; and the officers or trustees be 
communicants thereof, accordingly. 


21. Dissolution, provisions for.—1789. Any corpora- 
tion organized under any law, may, when no other mode is 
specially provided, dissolve, by the adoption of a written reso- 
lution to that effect at a meeting of its members specially called 
for that purpose, by a vote of the owners of at least two-thirds 
of the stock, in the case of stock corporations, and of one-half 
the members in other corporations; but when a mode or pro- 
cess of dissolution shall have been provided in the articles of 
organization, it shall be conducted accordingly. One copy of 
such resolution, with a certificate thereto affixed, signed by the 


*See No. 5, p. 531 


WISCONSIN. 539 


president and secretary, or, if none, the correspondent officers, 
and sealed with the corporate seal, if there be any, stating the 
fact and date of the adoption of such resolution, that such is a 
true copy of the original, the whole number of . . . . mem- 
bers of such corporation, and the number of members who 

. voted for its adoption, shall be recorded, as an amend- 
ment to its articles is required to be recorded by section seven- 
teen hundred and seventy-four,* and a like copy filed with the 
secretary of State. Thereupon such corporation shall cease to 
exist, except for winding up its affairs. Whenever the articles 
of organization shall provide a term to the duration of a corpo- 
ration, it shall cease to exist at the time so fixed, except as 
aforesaid. 


MISCELLANEOUS. 


22. Amendments of articles.* Existing corpora- 
tions may organize under this chapter.—1790. Any 
corporation organized under any special charter or general law, 
for any of the purposes for which corporations may be formed 
under this chapter, may amend its charter or articles of organ- 
ization, according to the provisions of section seventeen hun- 
dred and seventy-four;* and may at a meeting of the members, 
by a vote of the owners of at least two-thirds of the stock, in 
the case of stock corporations, and of a majority of the mem- 
bers in other corporations, abandon its organization, and organ- 
ize under this chapter, by the adoption of articles of organiza- 
tion according to section seventeen hundred and seventy-two. 
A true copy of such articles, together with a certificate of the 
president and secretary, sealed with the corporate seal, stating 
the fact and date of adoption of such articles, that such copy 
is a true copy of the original, the whole number of the. . 
members of such corporation, and the number of members who 
voted... . for its adoption, shall be recorded and filed by 
the president or secretary, in like manner, with like effect, and 
subject to the like penalties prescribed in section seventeen 
hundred and seventy-two.t Provided, That in amending the 
charter of any corporation organized under any special charter, 
or any general, or private and local law, by virtue of which its 
charter or articles of organization were not required to be 
recorded in the office of the register of deeds of the county in 
which such corporation was located, it shall be sufficient to 


* See No. 18, p. 537- ¢ See No. 16, p. 535. 


540 RELIGIOUS CORPORATIONS. 


record the certified copy of such amendment in the office of 
the register of deeds of the county in which such corporation 
is located, and to file a like certified copy with the secretary of 
State. (As amended, March 25, 1895.) 


Cuap. XCI. Or Reticious SocIgETIEs. 


23. Who may incorporate.—1990. The male mem- 
bers over twenty-one years of age, not less than three in num- 
ber, of any church or society of any religious sect or denomina- 
tion which shall have been organized in this State, and which 
at the time maintains regular public worship, may, after due 
public notice, given.at some stated meeting of such church, 
sect, or denomination, and any five or more male persons of 
like age not members of any religious congregation, desiring to 
organize a corporation in connection with a church of their own 
peculiar tenets to be associated therewith, may organize a cor- 
poration for religious, charitable or educational purposes in 
the mannet hereinafter provided. 


24. Articles of association, form and record.—1991. 
Such members or persons shall sign and acknowledge a certifi- 
cate substantially in the following form: 


‘‘Know all men by these presents: that the undersigned 
(znsert the names of the signers), and those who are or who 
may become associated with them for the purposes herein spe- 
cified, have organized themselves into a religious society of the 

Church (sect or denomination or other description) 
located in (name of town, village or city) in the county of 

, State of Wisconsin, for religious, charitable and educa- 
tional purposes, which society shall be known and incorporated 
by the name of (ere insert the name); and shall record the 
same in the office of the register of deeds; and when such cer- 
tificate shall have been so recorded, the society therein named 
shall be a corporation, and shall possess the powers and privi- 
leges granted to corporations by chapter eighty-five,* so far as 
the same are applicable or necessary to accomplish its pur- 
poses, and conferred by this chapter.” 


25. By-laws. Number of trustees. Membership. 
—1992. Such corporation may, by its by-laws, fix the number 
of its trustees not less than three, nor more than nine, and 


*See No. 5, p. 531- 


WISCONSIN. 541 


their term of office, the manner of appointing or electing the 
same, and the qualifications for membership therein. 


26. Powers.*—1992 (continued). It may take, receive, 
purchase, hold and use both real and personal estate for the 
purposes of its incorporation, and no other; and lease, mort- 
gage, sell or otherwise dispose of the same or any portion 
thereof, in the manner provided by its by-laws; and may also 
take by purchase, gift or otherwise, and forever hold and im- 
prove any lands intended to be used for cemetery grounds or 
burial-places, subject to the provisions and restrictions, so far 
as applicable, in chapter fifty-nine.+ It shall be lawful for such 
corporation to hold all lands then owned by it, other than and 
in addition to the grounds so purchased, and to improve the 
same by the erection of new buildings thereon, or otherwise, 
for the purposes of revenue to be devoted to the uses of the 
corporation, and in promoting religious and charitable works, 
and at pleasure to lease, mortgage and sell the same. 


27. Trustees may be classified.—r1992 (continued). 
And it shall be lawful for any such corporation at any meeting, 
which it may hereafter hold for the election of its trustees, 
whether designated by such corporation as trustees, wardens, 
vestrymen or otherwise, to make provision by resolution to be 
entered upon the record of such meeting for the election of its 
said trustees in classes, and to determine by such resolution 
what number or proportion of its said trustees shall be com- 
prised in each class, and also the term for which each class shall 
hold their office; and thereafter, as the term of each class shall 
expire, their successors shall be elected in accordance with the 
provisions of said resolution; Provided, however, that such 
property shall not be exempt from taxation. 


28. Meetings. By-laws.—1992 (continued). It shall be 
lawful for such corporation by its by-laws to provide for the 
time and manner of holding regular and special meetings for 
the holding of elections or for the transaction of all business 
authorized by law, and such by-laws shall have the force of law 
and all business transacted thereunder shall be valid. 


29. Notice of first meeting. Qualifications of voters. 
—1993. Public notice of the time and place of holding the 
first meeting of such corporation shall be given to the members 
of the church, sect, or denomination, for two successive Sab- 


* See No. 5, p. 53. + Not printed in this volume. 


542 RELIGIOUS CORPORATIONS. 


baths, on which such church, sect, or denomination shall 
statedly meet for public worship, previous to such meeting 
such notice may be given by the minister, or by one of the 
elders, deacons, church wardens or vestrymen thereof, or if 
there be no such officers, then by any male member; and at 
such first meeting, all the male members of such church, sect, 
or denomination, over twenty-one years of age, shall be entitled 
to vote at such meeting as members; but if such corporation 
be organized by persons not belonging to any religious congre- 
gation, the majority of the corporators named in the certificate, 
all having notice thereof, may meet at such time and place as 
they shall deem proper, for the purpose of perfecting their 
organization; and the corporators named in such certificate 
shall constitute the first board of trustees, and hold their offices 
until others are chosen. 


30. Trustees, powers, officers, records.* To be 
governed by denominational rules.—1994. The secular, 
business and temporal affairs of every such corporation shall be 
managed and administered by the board of trustees, and they 
shall have the custody and control of the corporate property, 
and make rules and regulations for the use of the same, and 
for the renting of pews or slips;t and the care, improvement 
and management of the cemetery grounds, subject, however, 
to the corporate by-laws. They shall appoint a clerk or secre- 
tary, and a treasurer, with power to remove the same, shall cause 
accurate records of all their proceedings and of all business 
meetings of such society to be kept, and they shall be governed 
in their official acts by the rules of their church, sect or denom- 
ination applicable thereto and not inconsistent with the laws of 
this State, or the constitution and by-laws of the society. 


31. Existing religious corporations confirmed. May 
organize under this chapter, but cannot change denom- 
inational connection.—i1995. Every existing church, con 
gregation, or religious society heretofore incorporated is hereby 
established and confirmed, and shall continue to be governed 
by the statutes now applicable thereto, notwithstanding the 
same are repealed by the statute, in the same manner as if not 
so repealed, until organized under this chapter, and every such 
church, congregation and society, may by five or more of its 
male members thereunto duly authorized by and acting for all 
its members at the time, become a corporation under this 


*See No. 7, p. 532. tSee No. 37, p. 544. 


WISCONSIN. 543 


chapter, by making and recording the certificate provided 
therein, with the additional statement therein of the name by 
which such society and the corporation connected with it has 
before that time been known and called, and that such society 
and corporation are reorganized under this chapter; but such 
reorganization shall not work a change of the ecclesiastical con- 
nection of any such society. 


32. Failure to elect trustees not to dissolve. Dis- 
solved corporations may reincorporate.—1996. No fail- 
ure to elect trustees at the proper time shall work a dissolution 
of any corporation formed under this chapter, and those once 
elected shall hold their offices until their successors are elected. 
In case of the dissolution of any such corporation, the same 
may be reincorporated under the provisions of this chapter, at 
any time within six years after such dissolution; and thereupon 
all the estate, real and personal, formerly belonging to the 
same and not lawfully disposed of, shall vest in such corpora- 
tion as if there had been no such dissolution. 


33. Incorporation of synods and presbyteries, etc. 
—1998. Any diocesan council or convention, conference, synod 
or other body of authorized representatives of any church or 
religious denomination, may elect any number of trustees, not 
less than three, to be incorporated; and when a certificate shall 
have been made and signed by the presiding officer, and counter- 
signed by the secretary of the body by which they were elected, 
stating that such persons, naming them, were elected trustees, 
the name of the body by whom elected, the corporate name 
by which such trustees are to be known, the term for which 
they are to hold their offices, and the purposes for which it is 
desired to incorporate them, and filed in the office of the secre- 
tary of State, the persons named in such certificate as trustees, 
and their successors in office, shall be a body corporate for the 
purposes mentioned in such certificate, and for such purposes, 
and no other, shall have the usual powers of a corporation; and 
the members of such corporation shall hold their positions for 
such term as the body electing them shall determine, and until 
their successors are duly elected. 


34. Trustees of synods and presbyteries may take 
title—1999. Every such corporation may be empowered by 
the body electing them to take and hold the title to church 
property, both real and personal, of the church and religious 


544 RELIGIOUS CORPORATIONS. 


denomination for which it is created, which is used or desig- 
nated to be used for missionary or other proper purposes of 
such church or religious denomination, and not specially used 
for the purposes of any local religious society incorporated 
under the laws of this State; and to use, manage and convey 
the same to the same extent, and under such restrictions as 
may be prescribed by the proper ecclesiastical authority of their 
church or religious denomination. 


35. Real estate to vest in trustees.—2000. All lands, 
tenements, and hereditaments that have been or may hereafter 
be lawfully conveyed by demise, gift, grant, purchase, or other- 
wise to any persons as trustees, in trust, for the use of any 
religious society organized, or which may hereafter be organ- 
ized, within this State, either for a meeting-house, burying- 
ground, or for the residence of a preacher, shall, with the 
improvements, vest in the trustees of such religious society, as 
fully as if originally conveyed to them, and shall be held by 
them and their successors, in trust for such society. 


36. Prior incorporations confirmed. Provisions 
of this chapter applicable.—2001. Every religious or 
religious educational and charitable society organized or 
attempted to be organized under chapter 47, of the revised 
statutes of 1849, or chapter 66, of the revised statutes of 1858, 
or chapter 91, of the revised statutes of 1878, and the acts 
amendatory thereof, by filing, or filing and having recorded a 
certificate of the election of trustees or a certificate of organi- 
zation designating the name of the church or society with the 
register of deeds of the proper county, and which, since 
such filing or recording has acted as a religious, or a relig- 
ious educational and charitable corporation in pursuance 
thereof, shall be deemed to be legally incorporated and shall 
have all the powers and be subject to all the liabilities of relig- 
ious corporations under the provisions of this chapter. 

Nothing herein contained shall be construed to affect any 
action or proceeding now pending for or against any such cor- 
poration. [As amended, May 2, 1895. ] 


Titte XXI. Cuap. C. Recorpinc or INSTRUMENTS, ETC. 


37. Deeds of church pews recordable.—2259. Deeds 
of pews or slips in any church may be recorded by the clerk of 
the town in which such church is situated, or by the clerk of 


WISCONSIN. 545 


the society or proprietors if incorporated or legally organized; 
and such clerk shall receive the same fees as the register of 
deeds is entitled to for similar purposes. 


MorTMAIN RESTRICTIONS. 


38. The provisions restricting the alienation of estates 
contained in section 2039, of the statutes of 1889, were repealed 
April 5, 1893. 

PARTICULAR DENOMINATIONS. 


39. Provisions are made for special incorporations as 
follows: 

Church Fire Insurance Companies, § 1941 s. 

Congregationalists, § 2001 a. 

Methodist Episcopal Church, § 1997. 

Missionary corporations, § 2001 c. 

Protestant Episcopal Church, § 1997. 

Roman Catholic Church, § 2001 b, 


WYOMING. 


CONSTITUTION. 
ARTICLE X. 
[In effect, July 10, 1890. ] 


Art. I. DeEcLARATION oF RIGHTS. 


1. No appropriations for religious purposes.—19. No 
money of the State shall ever be given or appropriated to any 
sectarian or religious society or institution. 


ART. III. LecistativeE DEPARTMENT. 


2. No special laws to be passed.—z27. The legisla- 
ture shall not pass local or special laws... . granting to any 
corporation, association or individual . . . . any exclusive or 
special privileges, immunity or franchise whatever, or amend- 
ing existing charter for such purpose. 


ArT. X. CORPORATIONS. 


3. General laws to be enacted. Powers of the legis- 
lature.—1. The legislature shall provide for the organization 
of corporations by general law. All laws relating to corpora- 
tions may be altered, amended or repealed by the legislature at 
any time when necessary for the public good and general wel- 
fare, and all corporations doing business in this State may as to 
such business be regulated, limited or restrained by law not in 
conflict with the constitution of the United States. 


Art. XXI. SCHEDULE. 


4. Territorial laws in force.—3. All laws now in force 
in the Territory of Wyoming, which are not repugnant to this 
constitution, shall remain in force until they expire by their 
own limitation or be altered or repealed by the legislature. 

(546) 


Wyomine. 547 


REVISED STATUTES, 1887. 
[With amendments to 1891. ] 


Tirte I. Cuap. I. Or CONVEYANCES. 


5. Conveyances of church pews may be recorded. 
—19. Deeds or mortgages of pews or slips in any church, may 
be recorded by the register of deeds of the county in which 
such church is situated, or by the clerk of the society, or pro- 
prietors, if incorporated or legally organized, and such clerk 
shall receive the same fees as the register of deeds is entitled 
to for similar services. 


TirLe VII. CorporaTIONs. 


Cuap. IV. Revicious.... AND OTHER ASSOCIATIONS. 


6. Purposes.—s566. Any number of persons, not less 
than three, may associate themselves together in the manner 
hereinafter mentioned, for any of the following purposes: 

1. For the support of the gospel, or the maintenance of 
religious worship; 

2. To maintain, hold, and keep in repair a house of public 
worship, with or without a parsonage house appurtenant 
thereto; 

3. To provide, hold, maintain and keep in repair, a place 
or places for the burial of the dead. The same persons may 
unite in one association for one or more or for all the purposes 
above mentioned. .... 

16. All such persons so desiring to associate themselves for 
any of the foregoing purposes, shall make, sign, acknowledge, 
and cause to be filed and recorded in the same manner as pro- 
vided in section five hundred and one,* duplicate certificates 
setting forth the name by which they have associated them- 
selves, the purpose for which the association is formed, the 
number of the trustees, and the names of the trustees who 
shall manage the affairs of the association during the first year, 
or until the next annual election, the place at which the corpo- 
ration will carry on its business, or pursue the purpose for 


*sor. Any three or more »ersons who may desire to form a company.... may 
make, sign and acknowledge before some officer competent to take the acknowledgment 
of deeds, duplicate certificates in writing .... and shall file one of the said certificates 
in the office of the county clerk of each county wherein the business of the company is 
to be carried on, and one thereof in the office of the secretary of the Territory. 


548 RELIGIOUS CoRPORATIONS. 


which it is formed, and the duration of such corporation, which 
may be perpetual. 


7. Record secures incorporation. Evidence of in- 
corporation.—s567. Upon filing such certificate, the persons 
therein named, their associates, successors and assigns, shall be 
and become a body corporate and politic by the name in such 
certificates mentioned, and its existence, powers and purposes 
may be proven in like manner as in the case of other corpora- 
tions as provided in chapter one of this title.* 


8. Powers. Limitations upon property.—568. Every 
such corporation shall. have power to sue and be sued, plead 
and be impleaded, in all courts of law and equity whatsoever: 
to have and use a common seal, and alter the same at pleasure; 
to contract and be contracted with in pursuance of the powers 
of such corporation; to purchase or receive by gift, or other- 
wise, personal estate, such as may be necessary or proper for 
the purposes of such corporation, and to dispose of the same; 
to purchase or receive by gift, grant, devise or otherwise, real 
estate, such as may be necessary or proper for the purposes of 
the corporation, but not exceeding as follows: Corporations 
formed for any of the purposes specified in the first, second, 
third, . . . . subdivisions of section five hundred and sixty- 
six,+ not exceeding fifty thousand dollars in value. ... . 


9. By-laws, purposes.—s569. The members of every 
such corporation shall have power, when organized, to adopt 
by-laws for the following purposes: To regulate the time and 
places of holding their meetings, and the manner of calling 
special meetings; to regulate the management of the affairs 
and property of such corporation; to regulate the number of 
trustees { and other officers of the corporation, and their powers 
and duties; to regulate the qualifications, choice, powers and 
duties of the servants, teachers, and employés of such corpora- 
tions, to prescribe the qualifications of persons desiring admis- 
sion to such corporation, the manner of admission of new 
members, and the discharge or expulsion of members, to pro- 
vide for the manner of forfeiting or selling of the shares in 
such corporation of any member failing to pay any assessment 


*s502. A copy of the certificate duly certified by the secretary of the Territory, under 
the great seal of the Territory of Wyoming, shall be evidence of the existence of such 
company..... 

+ See No. 6, p. 547. 

{In business corporations the trustees cannot be less than three nor more than nine 
in number. 


Wyominc. 549 


thereon, and all other by-laws and regulations necessary in pro- 
moting the objects and purposes of such corporation, so that 
the same be not inconsistent with the organic act and laws of 
this Territory, or the articles of association of such corporation. 


10. Power to raise money.—s570.* Any such corpora- 
tion shall have power to raise money for the purposes of the 
corporation, in such manner as may be agreed upon by the 
aiticles of association or their by-laws. 


11. Officers to receive no salary.—574. No officer of 
any corporation formed under the provisions of the first, 
second, or third subdivisions of section one ¢ of this article, shall 
receive any salary or remuneration from any such corporation 
for services as such officer, nor shall any such officer enter into 
any contract with the corporation during the time of his remain- 
ing in office. 


12. Powers of trustees conferred in by-laws.—s7s. 
The board of trustees of any religious society formed under 
the provisions of the first subdivision of section onet of this 
article, shall have and exercise such powers as are or may be 
conferred upon them by the by-laws of such corporation accord- 
ing to the usage and discipline of such society in their temporal 
affairs. 


13. Power of legislature.—580. This chapter may, at 
any time, be repealed, altered or amended by the legislature, 
and corporations formed under the provisions hereof shall be 
subject to such regulations and alterations as the legislature 
may hereafter make. 


Cuap. V. CERTAIN CHURCH AND ELEEMOSYNARY ASSOCIATIONS, 


14. Churches may incorporate under denomina- 
tional authority.—581. Churches, parishes and societies of 
all religious bodies, sects or denominations in this Territory, 
having an Episcopate, Presbytery, Synod, Conference or other 
governing body with spiritual jurisdiction extending over the 
whole Territory or part thereof, being at least six counties, 
may become incorporated for religious, missionary, educational 
or charitable purposes in the manner hereinafter provided. 


15. First meeting for such organization.—582. The 


* Sections 571 to 573 do not apply to religious societies. 
+See No. 6, p. 547. 


550 RELIGIOUS CoRPORATIONS. 


chief or presiding or executive officer of the religious bodies, 
sects or denominations mentioned in the preceding section may, 
at such place in this Territory as he may appoint for the pur- 
pose, convene a meeting of himself and some other officer or 
officers, subordinate to himself, but having general jurisdiction 
throughout the Territory, or part of the Territory aforesaid, 
and one or more priests, ministers or clergymen of the proposed 
church, parish or society, and at least two laymen resident 
within the limits thereof, of which meeting the said chief or 
presiding or executive officer shall be president and one of the 
other persons present shall be secretary. 


16. Articles, contents and filing.—583. The said five 
or more persons being so convened and organized asa meeting, 
shall adopt articles of incorporation which shall fix: 

1. The name of the church, parish or society and the place 
of its location; 

2. The object and purpose of said church, parish or society; 

3. The amount of debts which it shall be competent to 
contract, beyond which amount the corporation have no power 
to contract debts binding at law or in equity upon it, its mem- 
bers or its property; 

4. The manner in which it may contract and become bound 
for the debts and may convey, encumber or change its prop- 
erty; 

5. The manner in which the succession of the members of 
said corporation shall be regulated and vacancies in their num- 
ber filled; 

6. The time of the commencement and termination of the 
corporation ; 

7. By what officers its affairs shall be conducted; 

Which articles, being subscribed and acknowledged by the 
persons present at said meeting and filed in the office of the 
secretary of the Territory, and recorded in the office of the 
county clerk of the county where such church, parish or society 
shall be located, whereupon such corporation shall be compe- 
tent to transact all business in and by its corporate name. 


17. Persons organizing to be first corporators.— 
584. The persons attending said meeting shall be the corpora- 
tors and members of the corporation until their places may be 
supplied by and under the provisions of the articles of incorpo- 
tation. 


18. Denominational corporations for education, 


Wyominc. 551 


charity, etc., how formed.—s85. If any body of Christians 
has or shall have, according to its order or mode of govern- 
ment, an organization, whether known as synod, presbytery, 
conference, episcopate, or other name, with ecclesiastical or 
spiritual jurisdiction over its members throughout this Terri- 
tory, and its authorities shall desire to engage in works of edu- 
cation, benevolence, charity, and missions, which works shall 
be of like extensive operation and benefit, and not of limited 
or local service, and they shall deem an incorporation conve- 
nient for the more successful operation of said works, all, or 
any of them, its said authorities, with such persons as they may 
associate with them, may cause such incorporation to be formed 
in the manners and with the powers hereinbefore provided for 
the incorporation of a church, congregation or society. * 


19. Churches may reincorporate under this chapter. 
—586. Any incorporation of a church, parish or religious 
society now existing in this Territory, under or by virtue of any 
law thereof now in force, may be reincorporated under and by 
virtue of the provisions of this chapter; Provided, That such 
church, parish or religious society shall [act?] by a majority vote 
of all the members thereof, who shall attend at a meeting called 
for the purpose of taking action upon the subject of reincorpo- 
ration; such meeting shall be called by notice given by the 
pastor, minister or clergyman of said church, parish or religious 
society, at some regular public service thereof, at least one 
week previous to such meeting. When any such incorporation 
shall have been reincorporated as herein provided for, then in 
that case, the new corporation so formed, shall be held to be 
the legal successor of the incorporation so reincorporating, and 
as such shall be held and construed in law and equity, to be the 

“owner and holder of all the property, rights and franchises of 
the corporation of which it is the successor. 


20. General laws to apply to corporations under 
this chapter.t—587. Corporations organized under the pro- 
visions of this chapter shall be subject to the laws of this Ter- 
ritory in respect of corporations which are applicable to them, 
save as herein expressly provided. 


21. By-laws.—s88. Every incorporation under this 
chapter shall be authorized to make such by-laws as may be 


*See No. 6, p. 547. 
+ See notes to Nos. 6 and 7, pp. 547, 548. 


552 RELIGIOUS CoRPORATIONS, 


necessary to carry into effect fully all the purposes of such 
incorporation; Provided, The same be not in conflict with the 
constitution of the United States, the laws of congress or of 
this Territory. 


TITLE XXXVIII. PrRoceEDuRE-CIVIL. 


Division VII. Cuap. III. Partition. 


22. Partition of property of religious denomina- 
tions.—2981. When two or more religious denominations, or 
other societies or associations, have united in a corporation, 
and as such corporation acquire title to real estate in this Terri- 
tory, and subsequently agree to separate and form two or more 
separate corporations under the laws of the Territory, either 
corporation, after such separate organization, may file its peti- 
tion, under this chapter, for partition of such property so 
required and held. 


23. Partition of property of religious congregations. 
—2982. When two or more religious societies or congregations 
have, by gift or purchase, acquired land upon which to erect a 
house of public worship, and other buildings for church and 
school purposes, and for a cemetery, in common, and either of 
such societies or congregations desires to abandon the joint use 
of such house of public worship, or other erections, it may 
commence an action for the partition of the use of such com- 
mon property, except the cemetery, which may continue to be 
used in common. 


24. Restrictions upon partitions above authorized. 
—2983. If the court find that partition, in cases mentioned in 
the last section, can be made in such manner as to occasion no 
confusion or inconvenience to either party in the separate use 
of the common property, it may order partition thereof to be 
made; it shall specify in the judgment for what purpose parti- 
tion of the use is made and how and for what purpose the use 
of the premises allotted to each party shall be occupied; and in 
no case shall the same or any part thereof be occupied for any 
other purpose than the erection of a house of worship and 
other erections connected therewith. 


25. Costs and expenses to be equitably taxed.— 
2984. The court, having regard to the interest of the parties, 
and the benefit each may derive from a partition, and according 


| 


Wyominc. 553 


to equity, shall tax the costs and expenses which accrue in the 
action, including reasonable counsel fees, which shall be paid to 
plaintiff’s counsel, unless the court award some part thereof to 
other counsel for service in the case for the common benefit of 
all the parties; and execution may issue therefor as in other 
cases. 


Cuap. IV. Reat ACcTIONS. 
Suspivision IV. To SELL ENTAILED AND OTHER ESTATES. 


26. Sale of property held for religious use, how 
effected.—3018. When any real estate, except burial grounds 
or a cemetery, has been donated, bequeathed or otherwise 
entrusted to or purchased by any person or trustee, for any 
public religious use, but not to or for the use of any specific or 
particular religious society, or denomination, or when the same 
has been donated, bequeathed, or entrusted to, or purchased 
by a particular religious society or denomination, and has been 
abandoned for such use, the district court of the county in 
which the same is located, may, upon good cause shown, upon 
the petition of any citizen of the vicinity, make an order for 
the sale of such property, whether the same has been built 
upon or otherwise improved or not, and may make such order 
as to costs, and such disposition of the proceeds of the sale of 
such religious or other public use, as shall be just, proper and 
equitable; and the purchaser thereof shall be invested with as 
full and complete a title thereto as the character of the original 
grant for such religious use will allow. 


27. Who are parties to proceedings.—3o019._ All 
persons who have a vested, contingent or reversionary interest 
in such real estate, and the trustees or other temporal officers 
of any religious society then using the same, shall be made 
parties to the petition and be notified of the filing and pendency 
thereof, as in a civil action. 


ACCEPTANCE OF CONSTITUTION. 
[Act of Jan. 9, 1891.] 


28. Acceptance necessary.—t. No corporation organ- 
ized under the laws of Wyoming Territory or any other juris- 
diction than the State of Wyoming, shall be permitted to 
transact business in this State until it shall have accepted the 
constitution of this State. 


39 


554 RELIGIOUS CoRPORATIONS. 


29. How effected.—2. Such acceptance shall be exe- 
cuted and acknowledged in all respects in the manner provided 
by the laws of Wyoming and the by-laws of the corporation so 
accepting the constitution, for the execution of deeds. 


30. Record.—3. When duly executed, every acceptance 
of the constitution, hereby required, shall be filed and recorded 
in the office of the secretary of state, of the State of Wyoming. 


31. Duty of secretary of state.—4. It shall be the 
duty of the secretary of state upon the filing of any acceptance 
of the constitution, to note on the margin of the record, of the 
certificate of incorporation of the corporation filing such accep- 
tance, the fact that the same is filed; which notation shall also 
refer to the page and book wherein appears the record of such 
acceptance. 


32. Imperfect acceptances legalized.—5. Every 
acceptance of the constitution of this state by any corporation, 
railroad or other company, heretofore executed and filed in the 
office of the secretary of state, which is signed by one or more 
of the principal officers of such corporation and has the corpo- 
rate seal of such corporation affixed thereto, is hereby legalized, 
and shall have the same force and effect in all respects, as if 
the same had been executed and filed in conformity to the 
requirements of this act. 


UNINCORPORATED SOCIETIES. 


33. Sections 595 and 596, Title vii, Chap. vi, ‘‘ Secret 
Societies,” were amended Jan. 10, 1891, so as to cover ‘*‘ Any 
unincorporated body, society, or organization within this State,” 
so as to allow them to hold property to the extent of $10,000, 
and to protect their rights therein. 


TAXATION. 


The following provisions contained in the Constitutions 
and Statutes of the several States relating to the taxation or 
exemption from taxation of church property, are printed sepa- 
rately for convenience. 


ALABAMA. 


The general assembly shall not tax the property, real or 
personal, of the State, counties, or other municipal corpora- 
tions, or cemeteries; nor lots in incorporated cities or towns, 
or within one mile or more distant from such cities or towns, 
to the extent of five acres, with the buildings thereon, when the 
same are used exclusively for religious worship, for schools, or 


for purposes purely charitable. .... [Const., Art. IV.] 
The following property . .. . shall be exempt from 
taxation: 


All lots in incorporated cities or towns, or within one mile 
of any city or town, to the extent of one acre, and all lots one 
mile or more distant from such cities or towns, to the extent of 
five acres, with the buildings thereon, when the same are used 
exclusively for religious worship, for schools, or for purposes 
purely charitable. [Code of 1887, par. 451, § 2.] 


The libraries of ministers of the gospel, and all libraries 
other than those of a professional character, and all religious 
books kept for sale by ministers of the gospel and colporteurs. 
[Jbzd., § 4.] 

ARIZONA. 


All property of every kind and nature whatsoever, within 
this Territory, shall be subject to taxation, except: 

Fourth. Churches, chapels, and other buildings for relig- 
ious worship, with their furniture and equipments, and the lots 
of ground and improvements appurtenant thereto and used 
therewith; provided, rent is not paid for such grounds and so 
long as the said ground and improvements shall be used for 
such purposes only without yielding rent. [Rev. Stats., § 2630. ] 

(sss) 


556 RELIGIOUS CORPORATIONS. 


ARKANSAS. 
The following property shall be exempt from tax- 
ation: ... . churches used as such; .... [iConstymey4@yeace 


All property described in this section, to the extent herein 
limited, shall be exempt from taxation: 

First. All... . houses used exclusively for public wor- 
ship, and the grounds attached to such buildings necessary for 
the proper occupancy, use and enjoyment of the same, and not 
leased or otherwise used with a view to profit. [Digest, 1894, 
§ 6414. ] 

CALIFORNIA. 

All property in the State, not exempt under the laws of 
the United States, shall be taxed in proportion to its value, to 
be ascertained as provided by law. [Const., Art. XIII, §1; 
Codes and Stats., § 3607.] 


COLORADO. 


Lots with the buildings thereon, if said buildings are used 
solely and exclusively for religious worship, for schools, or for 
strictly charitable purposes, also cemeteries not used or held 
for private or corporate profit, shall be exempt from taxation, 
unless otherwise provided by general law. [Const., Art. X, § 5. ] 


The following classes of property shall be exempt from 
taxation, to wit: 

Fourth. Lots, with the buildings thereon, if said buildings 
are used solely and exclusively for religious worship. [Ann. 
Stats., § 3766. | 


All real and personal property held by any religious society, 
exclusively for its purpose, which has complied with the provi- 
sions of this chapter,* shall be exempt from ordinary taxation 
to an amount not over ten thousand dollars. [Ann. Stats., § 3767. ] 


CONNECTICUT. 


The following property shall be exempt from taxation: 
. . Buildings or portions of buildings exclusively occupied 
as colleges, academies, churches, or public school houses, or 
infirmaries, parsonages of any ecclesiastical society, to the 
value of five thousand dollars, while used solely as such; build- 


*The provision contained in Rey. Stat. 1868, chap. 15, Churches, has never been 
repealed. 


TAXATION, 557 


ings belonging to, and used exclusively for, scientific, literary, 
benevolent, or ecclesiastical societies, not including any real 
estate, conveyed by any ecclesiastical society, or public or char- 
itable institution, without reserving an annual income or rent, 
or by a conveyance intended to be a perpetual alienation; and 
not including any real estate of any educational, benevolent, 
or ecclesiastical corporation or association, whether held in the 
name of such corporation or association, or by any person or 
persons in trust for such corporation or association, and which 
is leased or used for other purposes than the specific purposes 
of such corporation or association; nor including lands granted 
and given for the maintenance of the ministry of the gospel, 
while leased; all lands used exclusively for cemetery purposes; 
. . . . private libraries and books, not exceeding two hundred 
dollars in value; . . . . and all musical instruments used exclu- 
sively by churches . . . . the stock or securities issued by any 
ecclesiastical society to raise funds for the erection, alterations, 
or repairs of any church edifice, only to the amount of the 
actual cost of such erection, alterations, and repairs. [Gen. 
Stats., § 3820. ] 


Any church or ecclesiastical society in this State may have 
and hold exempt from taxation personal property, bonds, mort- 
gages, or funds invested to an amount not exceeding in value 
the sum of ten thousand dollars; Provided, That such personal 
property shall be held solely for the uses of such society, and 
the revenue derived therefrom shall be used exclusively for the 
maintenance of public worship and the ordinary expenses inci- 
dent thereto, and provided, That such society shall not have 
and hold property exceeding in value twenty thousand dollars 
in personal or real estate which is exempt from taxation, other- 
wise than by virtue of the provisions of this section. [Gen. 
Stats., § 3823.] 


DELAWARE. 
All real and personal property, not belonging toany.... 
church, religious society, . . .. shall be liable to taxation 


and assessment for public purposes. [Provided, That legacies 
for religious, charitable and educational purposes, shall not be 
subject to taxation.].... [Rev. Stats, Chap. XI, §$1.] 


DISTRICT OF COLUMBIA. 


All churches and school-houses, and all buildings, grounds 
and property appurtenant thereto, and used in connection 


558 Reicious CorPoRATIONS, 


therewith in the District, and any cemetery therein, held and 
owned by a religious society, having a regular and known place 
of worship, or by any incorporated association, shall be exempt 
from any and all taxes or assessments, national or municipal. 
[Rev. Stats. of U. S., relating to Dist. of Col., Chap. V, § 147. 
Act of Feb. 21, 1871.] . 


.... SO much of an act of Congress entitled ‘‘ An act 
for the government of the District of Columbia, and for other 
purposes,” approved June twentieth, eighteen hundred and 
seventy-four, as was construed to authorize the commissioners 
of the District to set aside former exemptions from taxation of 
church property which was actually held and used for the pur- 
pose of divine worship, and to enforce a tax upon such prop- 
erty, be, and is hereby, repealed; and the title to such property 
is hereby declared to vest in the trustees, or such other persons 
as held the title to the same at the time of the passage of the 
act of eighteen hundred and seventy-four, or their successors 
in interest, notwithstanding the sale of such property for non- 
payment of taxes. 

2. That the commissioners be . .. . authorized and 
required to refund all taxes paid. [U. S. Stats., V. 21, p. 23, 
Act of June 21, 1879. | 


FLORIDA. 


The following property shall be exempt from taxation: 

The property of all literary, benevolent, charitable, and 
scientific institutions within this State which shall be actually 
occupied and used by them solely for the purpose for which 
they have been, or may be, organized; but property of such 
institutions which is rented, and the rents, issues, and profits 
only used by such institutions, shall not be exempt from taxa- 
tion; nor shall any property held by them as an investment or 
for speculation, be exempt from taxation. 

All houses of public worship, and the lots on which they 
are situate, and the pews or slips, and furniture therein; every 
parsonage, and all burying-grounds, tombs, and rights of burial; 
but any building, being a house of worship, which shall be 
rented or hired for any other purpose except for schools, shall 
be taxed the same as other property. 

All public libraries, and the real and personal property 
belonging to and connected with the same, consisting of the 


TAXATION. 559 


library itself, and the real and personal property held for the 
actual use and occupation of such library only, and not for 
rent, profit, or speculation. [Rev. Stats., § 332.] 


All property held by any religious society, the rents, issues, 
and profits of which only are used for religious or educational 
purposes, or as an accumulating fund, or for other uses than 
religious worship or educational purposes, whether personal or 
teal, may be assessed to the treasurer of such society, and shall 
be assessed and taxed in the county where the property is situ- 
ated, unless exempted by special law. [J/d7d., § 334.] 


GEORGIA. 
The following described property shall be exempt from 


All... . places of religious worship, .... Provided, 
The above described property so exempted be not used for pur- 
poses of private or corporate profit or income..... [Code, 
§ 798. ] 

IDAHO. 


The following property is exempt from taxation: 

Second. Churches, chapels and other buildings, with the 
lots of ground appurtenant thereto and used therewith, belong- 
ing to any church organization or society and used for religious 
worship, and from which no rent is derived; with their furni- 
ture and equipments. [Rev. Stats., § 1401.] 


ILLINOIS. 


All property described in this section, to the extent herein 
limited, shall be exempt from taxation, that is to say: 

All church property actually and exclusively used for pub- 
lic worship, when the land (to be of reasonable size for the 
location of the church building) is owned by the congregation. 
[Rev. Stats., ch. 120, $2.] 


INDIANA. 


The following property shall be exempt from taxation: 

Sixth. Every building used for religious worship, and the 
pews and furniture within the same, and also the parsonage 
belonging thereto and occupied as such, and the land whereon 
said building or buildings are situate, not exceeding ten acres 
when owned by a church or religious society, or in trust for its 
WA SA. [Stats. 1894, § 8412. ] 


560 RELIGIOUS CORPORATIONS. 


If all or any part, parcel or portion of any tract or lot of 
land, or any buildings or personal property enumerated in the 
preceding section as exempt from taxation, shall be used or 
occupied for any other purpose or purposes than those recited 
in said section, by reason whereof they are exempted from tax- 
ation, such property . . . . shall be subject to taxation so long 
as the same shall not be set apart or used exclusively for some 
one of the purposes specified in said enumeration. [/ézd., 


§ 8413. | 


IOWA. 
The following classes of property are not to be taxed: 
All... . grounds and buildings of .... benevolent 


and religious institutions and societies, devoted solely to the 
appropriate objects of these institutions, not exceeding six 
hundred and forty acres, and not leased or otherwise used 
with a view to pecuniary profit; and all property leased to 
charitable institutions and benevolent societies, and so de- 
voted during the term of such lease; Provided, That all deeds 
by which such property is held shall be duly filed for record 
before the property therein described shall be omitted from 
_ assessment. 

Money and credits belonging exclusively to such institu- 
tions, and devoted solely to sustaining them, but not exceed- 
ing in amount or income the sum prescribed by their charters. 


[Code, § 797.] 


KANSAS. 
All property used exclusively for... . religious,... . 
purposes, ... . Shall be exempted from taxation. [Const., 


Art. XI, §1.] 


The property described in this section to the extent herein 
limited, shall be exempt from taxation: First, all buildings 
used exclusively as places of public worship, as public school- 
houses, or both, with the furniture and books therein contained 
and used exclusively for the accommodation of schools and 
religious meetings, together with the grounds owned thereby, 
not exceeding in any one case ten acres if not leased or other- 
wise used with a view to profit, and also any parsonage or 
dwelling owned by any church society and occupied by its 
pastor as a residence, together with the ground on which it is 
situated, not exceeding in any one case one-half of an acre. 
[Gen. Stats., § 6848. ] 


TAXATION, 561 


KENTUCKY. 


There shall be exempt from taxation . . . . places actually 
used for religious worship, with the grounds attached thereto 
and used and appurtenant to the house of worship, not exceed- 
ing one-half acre in cities or towns, and not exceeding two 
acres in the country . . . . all parsonages or residences owned 
by any religious society, and occupied asa home, and for no 
other purpose, by the minister of any religion, with not exceed- 
ing one-half acre of ground in towns and cities and two acres 
of ground in the country appurtenant thereto. .... [Const., 
§ 170; Stats., § 4026.] 


LOUISIANA. 
The following property shall be exempt from taxation 
.... All... . places of religious worship . . . . Provided, 


The property so exempted shall not be used or leased for pur- 
poses of private or corporate profit or income. ([Const., § 207. ] 


The following property shall be exempt from taxation: 

. . . Fourth. Churches, chapels, convents and other public 

buildings for religious worship, with the furniture and equip- 

ments and the lots of ground thereunto appurtenant and used 

therewith, so long as the same shall be used for that purpose 
only. [Rev. Laws, § 3233. ] 


MAINE. 


The following property is exempt from taxation : Houses 
of religious worship including vestries and the pews and furni- 
ture within the same, except for parochial purposes, .. . 
and property held by any religious society as a parsonage, not 
exceeding six thousand dollars in value, and from which no 
rent is received; but all other property of any religious society 
is liable to taxation the same as others’ property. [Rev. Stats., 
Title i, chap. 6, § 6, sub § 4.] 


The real and personal property of all benevolent and char- 
itable institutions incorporated by the State, shall be exempt 
from taxation, except that so much of the real estate of such 
corporations as is not occupied by them for their own purposes 
shall be taxed in the municipality in which it is situated. 
[/bid., sub § 2.] 


Personal property held by religious societies shall be 
assessed to the treasurer thereof in the town where they usually 
hold their meetings. [Rev. Stats., Title i, ch. 6, §14, sub § 9. ] 


562 RELIGIOUS CORPORATIONS. 


MARYLAND. 


Houses or buildings used exclusively for public worship, or 
the furniture contained therein, the parsonages connected there- 
with, and the grounds appurtenant to such houses or buildings 
so exclusively used for public worship, or as parsonages which 
may be necessary for the respective uses thereof, are exempt 
from taxation. [Rev. Code, Art. 81, §4.] 


MASSACHUSETTS. 


The following property shall be exempted from taxation: 

Third. The personal property of literary, benevolent, 
charitable and scientific institutions incorporated within this 
commonwealth, and the real estate belonging to such institu- 
tions, occupied by them or their officers for the purposes for 
which they were incorporated; but such real estate, when pur- 
chased by a corporation with a view to removal thereto, shall 
not, prior to such removal, be exempt for a longer period than 
two years; and the real and personal estate of such corpora- 
tions formed under general laws shall not be exempt in any 
case where a part of the income and profits of their business is 
divided among their members or stockholders, or where any 
portion of such real estate is used or appropriated for other 
than literary, educational, benevolent, charitable, scientific, or 
religious purposes. 

Seventh. Houses of religious worship owned by a relig- 
ious society, or held in trust for religious organizations, and the 
pews and furniture (except for parochial purposes); but por- 
tions of such houses appropriated for purposes other than relig- 
ious worship, shall be taxed at the value thereof to the owners 
of the houses. [Publ. Stats., chap. XI, §5.] 


MICHIGAN. 


The following property shall be exempt from taxation 

g. All the houses of public worship, with the pews or 

slips and furniture therein; also, the land on which such houses 

of worship may stand, so far as occupied by such houses of wor- 

ship, and for no other purposes . . . . and also any parsonage, 

owned and occupied as such by any religious society incorpo- 
rated under the laws of this State. [Rev. Stats., § 1005. ] 


Eighth. All property held by any religious society as a 
ministerial fund shall be assessed to the treasurer of such 


TAaxXaTION, 563 


society; and if such property consists of real estate, it shall be 
taxed in the township where such property lies; if it consists 
of personal property, it shall be taxed in the township where 
such society usually holds its meetings. [/dzd., § 1008. ] 


MINNESOTA. 


. . . . All churches, church property used for religious 
purposes, and houses of worship . . . . shall, by general laws, 
be exempt from taxation. [Const., Art. IX, § 3.] 


All property described in this section to the extent herein 
limited shall be exempt from taxation, that is to say: 

First. All public school-houses, academies, colleges, uni- 
versities, and seminaries of learning, with the books and furni- 
ture therein, and the grounds attached to such buildings neces- 
sary for their proper occupancy, use and enjoyment, and not 
leased or otherwise used with a view to profit; houses used 
exclusively for public worship, and the lot or parts of lots upon 
which such houses are erected. 

Second. All lands used exclusively for public burying 
grounds or cemeteries. .... 

Ninth. All public libraries, or libraries owned by corpora- 
tions other than those for pecuniary profit, and real and per- 
sonal property belonging to or connected with the same. 
[Gen. Stats., 1894, § 1512.] 


MISSISSIPPI. 


All property, real or personal, belonging to any religious 
or charitable society or incorporated institution for the educa- 
tion of youth, used exclusively for the purposes of such society 
or institution, and not for profit is exempt from taxation. 
[Ann. Code, 1892, § 3744, d.] 


MISSOURI. 


Lots in incorporated cities or towns, or within one mile of 
the limits of any such city or town, to the extent of one acre, 
and lots one mile or more distant from such cities or towns, to 
the extent of five acres, with the buildings thereon, may be 
exempted from taxation, when the same are used exclusively 
for religious worship, .... Provided, That such exemptions 
shall be only by general law. ([Const., Art. X, §6.] 


Lots in incorporated cities or towns, or within one mile of 


564 RELIGIOUS CoRPORATIONS. 


the limits of any such city or town, to the extent of one acre, 
and lots one mile or more distant from such cities or towns to 
the extent of five acres, with the buildings thereon when the 
same are used exclusively for religious worship, schools, or for 
purposes purely charitable, shall be exempted from taxation 
for State, county, and local purposes. [Rev. Stats., § 7504. | 


MONTANA. 


. Places for actual religious worship .... may be 
exempt from taxation. [Const., Art. XII, § 2.] 


. . . Places of actual religious worship... . are ex- 
empt from taxation, but no more land than is necessary for 
such purpose is exempt. [Codes and Stats., § 3671. ] 


NEBRASKA. 
Such property as may be used exclusively for. . . . relig- 
ious . . . . purposes, may be exempted from taxation, but such 


exemptions shall be only by general law. [Const., Art. IX, §2.] 


The following property shall be exempt from taxation in 
this State: 

Second. Such... . property as may be used exclusively 
for school ... . religious, .... and charitable purposes; 
Provided, That in the assessment of real estate, encumbered 
by public easement, any depreciation occasioned by such ease- 
ment shall be deducted in the valuation of such property. 
[Comp. Stats., ch. 77, Art. I, §2; Const., Art. X, §2.] 


NEVADA. 


The legislature shall provide by law for a uniform and 
equal rate of assessment and taxation, and shall prescribe such 
regulations as shall secure a just valuation for taxation of all 
property, real, personal and possessory, . . . . excepting such 
property as may be exempted by law for... . religious, or 
charitable purposes. [Const., Art. X, § 168.] 


The following property shall be exempt from taxation: 

Third. Churches, chapels and other buildings used for 
religious worship, with their furniture and equipments and the 
lots of ground on which they stand, used therewith and neces- 
sary thereto; Provided, That the amount exempted shall in no 
case exceed the sum of five thousand dollars for any one church, 


TAXATION. 565 


chapel or other building used exclusively for religious worship, 
and provided further, That when any such property is used for 
any other than church purposes, and a rent or other valuable 
consideration is received for its use, the same shall be taxed. 
[Gen. Stats., § 1080. ] 


NEW HAMPSHIRE. 


Real estate, whether improved or unimproved, and whether 
owned by residents or others, is liable to be taxed, except 
houses of public worship, twenty-five hundred dollars of the 
value of parsonages owned by religious societies, and occupied 
by their pastors. [Pub. Stats., 1891, chap. 55, § 2.] 


Stock in corporations shall not be taxed, if the nature and 
purposes of the corporation are such that no dividend of its 
profits is to be made. [/dzd., chap. 55, §9.] 


NEW JERSEY. 


The following property shall be exempt from taxation, 
viz. : 

All. . . . buildings erected and used for religious worship 
and the land whereon the same are situate, necessary to the fair 
use and enjoyment thereof, not exceeding five acres for each 
one, the furniture thereof and the personal property used therein, 
the endowment or fund of any religious society. ... , Pro- 
vided, That no building so used which may be rented for such 
purposes and rent received by the owner therefor shall be ex- 
empted .... pewsinchurches..... [Act, April 11, 1866. ] 


That the dwelling house owned by any religious corpora- 
tion, and the land upon which the same stands, while and dur- 
ing only the time actually used by the officiating clergyman of 
such religious corporation, shall be exempt from taxation to an 
amount not exceeding five thousand dollars, but not more than 
one dwelling actually used by any one religious corporation 
shall be soexempt. [Act, March 11, 1893. ] 


II. The following property is exempt from taxation: All 
colleges, academies or seminaries of learning, public libraries, 
school-houses, buildings erected and used for religious worship, 
buildings used as asylums or schools for the care, cure, nurture, 
maintenance and education of feeble-minded or idiotic persons 
and children, provided such institutions are duly incorporated 
under the laws of this State, and the land whereon the same 


566 RELIGIOUS CORPORATIONS, 


are situate necessary to the fair use and enjoyment thereof, not 
exceeding five acres for each one; the furniture thereof and 
the personal property used therein, the endowment or fund of 
any religious society, college, academy, seminary of learning 
or public library, or institution for feeble-minded persons as 
aforesaid; Provided, That no building so used, which may be 
rented for such purposes and rent received by owner therefor, 
shall be exempted; pews in churches, grave-yards not exceed- 
ing ten acres of ground, cemeteries, and all buildings used 
exclusively for charitable purposes, with the land whereon the 
same are erected, and which may be necessary for the fair 
enjoyment thereof, and the furniture and personal property 
used therein, . .,... [Act, May 16; 1594,] 


NEW MEXICO. 


The following . . . . shall be exempt from taxation: 

. . The grounds, buildings, books... . of religious 
institutions and societies devoted exclusively to the appropriate 
objects of these institutions, and not leased or otherwise used 
with a view to pecuniary profit,.... [Comp. Laws, 1885, 
§ 2808. ] 


NEW YORK. 


The following property shall be exempt from taxation: 

Sec. 3. Every building erected for the use of a college, 
incorporated academy, or other seminary of learning, and in 
actual use for either of such purposes, every building for public 
worship, every school-house, court-house and jail, used for 
either of such purposes, and the several lots whereon such 
buildings so used are situated, and the furniture belonging to 
each of them. 

Sec. 8. The personal property of every minister of the 
gospel, or priest of any denomination, or of every such minister 
or priest who is permanently disabled by impaired health from 
performing the active duties of the ministry, and every such 
minister or priest, who has reached the age of seventy-five 
years; and the real estate of such minister or priest, or such 
disabled or aged minister or priest, when occupied by him; 
Provided, Such real and personal estate do not exceed the value 
ef one thousand five hundred dollars. 

Sec. 11. A dwelling house owned by any religious corpo- 
ration and the land upon which the same stands, while and 


TAXATION. 567 


during only the time actually used by the officiating clergyman 
of such religious corporation shall be exempt to an amount not 
exceeding two thousand dollars, but not more than one dwelling 
actually used by any one religious corporation shall be so 
exempt. [Rev. Stats., Part 1, chap. 13, Title 1, § 4, as amended 
by laws of 1883, chap. 397, and L. 1884, chap. 537, and L. 1892, 
chap. 565. | 


The real property of a corporation or association, organized 
_ exclusively for the moral and mental improvement of men and 
women, or for religious, charitable, missionary, hospital, edu- 
cational, patriotic, historical, or cemetery purposes, or for 
two or more of such purposes, and used exclusively for carry- 
ing out thereupon one or more of such purposes, shall be 
exempt from taxation. But no such corporation or association 
shall be entitled to any such exemption, if any officer, mem- 
ber or employee thereof shall receive or may be lawfully 
entitled to receive any pecuniary profit from the operations 
thereof, except reasonable compensation for services in effect- 
ing one or more of such purposes, or as proper beneficiaries 
of its strictly charitable purposes; or if the organization 
thereof, for any of such avowed purposes, be a guise or pre- 
tense for directly or indirectly making any other pecuniary 
profit for such corporation or association, or for any of its mem- 
bers or employees, or if it be not in good. faith organized or 
conducted exclusively for one or more of such purposes. The 
real property of any such corporation or association entitled to 
such exemption, held by it exclusively for one or more of such 
purposes, and from which no rents, profits or income are 
derived, shall be so exempt, though not in actual use therefor, 
by reason of the absence of suitable buildings or improvements 
thereon, if the construction of such buildings or improvements 
is in progress, or is in good faith contemplated by such corpo- 
ration or association. The real property of any such corpora- 
tion not so used exclusively for carrying out thereupon one or 
more of such purposes, but leased or otherwise used for other 
purposes shall not be so exempt; but if a portion only of any 
lot or building of any such corporation or association is used 
exclusively for carrying out thereupon one or more of such 
purposes of any such corporation or association, then such lot 
or building snall be so exempt only to the extent of the value 
of the portion so used, and the remaining portion of such lot 
or building to the extent of the value of such remaining por- 


568 RELIGIOUS CORPORATIONS. 


tion shall be subject to taxation. Property held by an officer 
of a religious denomination, shall be entitled to the same 
exemption, subject to the same conditions and exceptions as 
property held by a religious corporation. [L. 1893, ch. 498.] 


NORTH CAROLINA. 


The General Assembly may exempt... . property held 
for... . religious purposes; .... [Const Auiaaveiaee 
See also under North Carolina, Code, No. 22, in this 
volume. 
NORTH DAKOTA. 


. . The legislative assembly shall by a general law 
exempt from taxation property used exclusively for.... 
Teligious: 2. 02). purposes; fins [Const., Art. XI, § 176.] 


The following . . . . property shall be exempt from taxa- 
tion Sie eae 

5. The grounds and buildings of . . . . religious institu- 
tions . . . . devoted solely to the appropriate objects of these 
institutions, not exceeding ten acres in extent, and not leased 
or otherwise used with a view to pecuniary profit. [Rev. 
Code, 1895, $1177. ] 

OHIO. 


. . Houses used exclusively for public worship... . 
may, by general laws, be exempted from taxation; but all such 
laws shall be subjected to alterations and repeal; and the value 
of all property so exempted, shall, from time to time, be ascer- 
tained and published, as may be directed by law. ([Const., 
Art. XII, §2.] 


The following property shall be exempt from taxation: 

First. All public school-houses, and houses used exclu- 
sively for public worship, the books and furniture therein, and 
the grounds attached to such buildings necessary for the proper 
occupancy, use and enjoyment of the same, and not leased or 
otherwise used with a view to profit: . 

Sixth. All buildings belonging to institutions of purely 
public charity, together with the land actually occupied by 
such institutions, not leased or otherwise used with a view to 
profit and all moneys and credits appropriated solely to sustain- 
ing and belonging exclusively to such institutions. [Rey. 
States 2y625i 


* Special provision for “‘ Indiana Yearly Meeting of Friends” in 22732-1. 


TAXATION. 569 


All lands held under lease for any term exceeding fourteen 
years, and not subject to revaluation, belonging to... . any 
religious . . . . or benevolent society or institution, whether 
incorporated or unincorporated, . . . . and school and minis- 
terial lands, shall be considered for all purposes of taxation as 
the property of the person or persons holding the same, and 
shall be assessed in their name. [J/d7d., § 2733.] 


OKLAHOMA. 


The following classes of property shall be exempt from 


Third. Public grounds, by whomsoever devoted to the 
public use, and including all places set apart for the burial of 
the dead, except such as are held by any person, company, or 
corporation with a view to profit or for the purpose of specula- 
tion in the sale thereof. .... 

Fifth. The grounds and buildings of library, scientific, 
educational, benevolent, and religious institutions, colleges, or 
societies devoted solely to the appropriate objects of these insti- 
tutions, not exceeding ten acres in extent, and not leased or 
otherwise used with a view to pecuniary profit. 

Sixth. The books, papers, furniture, scientific or other 
apparatus pertaining to the above institutions and used solely 
for the purpose above contemplated, and the like property of 
students in any such institutions used for the purpose of their 
education. ([Stats., § 5578.] 


OREGON. 


The legislative assembly shall provide by law... . for 
taxation of all property, both real and personal, excepting such 
only for... . religious . . . . purposes, as may be specially 
exempted by law. [Const., Art. IX, §1.] 


The following property shall be exempt from taxation: 

4. All houses of public worship, and the lots on which 
they are situated, and the pews or slips, and the furniture 
therein, and all burial grounds, tombs and rights of burial, but 
any part of any building, being a house of public worship 
which shall be kept or used as a store or shop, or for any other 
purpose, except for public worship or for schools, shall be taxed 
upon the cash valuation thereof the same as personal property, 
to the owner or occupant, or to either; and the taxes shall be 

40 


57° RELIGIOUS CORPORATIONS, 


collected thereon in the same manner as taxes on personal 
property. [Ann. Laws, ch. 17, §2732.] 


PENNSYLVANIA. 


. . The General Assembly may, by general laws, ex- 
empt from taxation . . . . actual places of religious worship 
[Const., Art. IX-I.]} 


All churches, meeting-houses, or other regular places of 
stated worship, with the grounds thereto annexed necessary for 
the occupancy and enjoyment of the same, be and the same 
are hereby exempted from a!l and every county, city, borough, 
bounty, road, school and poor tax.* Provided, That all prop- 
erty, real and personal, other than that which is in actual use 
and occupation for the purposes aforesaid, and from which any 
income or revenue is derived, shall be subject to taxation, except 
where exenipted by law for State purposes, and nothing herein 
contained shall exempt (the) same therefrom. [Act, May 14, 
1874, S0,0P. Aas, 258] 


. . . Also exempting from taxation all parsonages owned 
by any church or religious society, with the lands attached 
thereto, not exceeding five acres; also excepting and exempting 
from such taxation all burial lots exempted by the provisions of 
the act of April 5, 1859, entitled, ‘‘ An act relative to incorpo- 
trated cemetery companies,” and the lands and premises of all 
cemetery companies where such property is held in trust for the 
sole purpose of improving said lands and premises, and whose 
revenues of whatever kind are devoted to that object, and in 
no way inure to the benefit or profit of the corporators or any 
of them, ... . and Provided further, That no burial lots sold 
to individuals for burial of the dead shall be liable to levy and 
sale for any taxes whatsoever. [1873, Apl. 8, P. L. 64, §1.] 


RHODE ISLAND. 


The following property... . shall be exempt from taxa- 
tion: . . . . buildings for religious worship and the land 
upon which they stand and immediately surrounding the same, 
to an extent not exceeding one acre, so far as said buildings 
and land are occupied and used exclusively for religious or edu- 
cational purposes... . but no property or estate whatever 
shall hereafter be exempt from taxation, in any case, where 


* This includes assessments for curbing, ete. 


TAXATION, 571 


any part of the income or profits thereof, or of the business 
carried on thereon, is divided among its owners or stock- 
holders. [Gen. Laws, 1896, Title VIII, Chap. XLIV, §2.] 


SOUTH CAROLINA. 


There shall be exempted from taxation... . all churches, 
parsonages and burying grounds. ... Frovided, That as to 
real estate this exemption shall not extend beyond the buildings 
and premises actually occupied by such . . . . churches, par- 
sonages and burial grounds, although connected with charitable 
objects. [Const., Art. X, §4.] 


The following property shall be exempt from taxation: 

2. All houses used exclusively for public worship, the 
books and furniture therein and the ground actually occupied 
by them not exceeding in any case two acres, and the parson- 
age and lot on which it is situate so long as no income is derived 
therefrom. [Rev. Stats., 1893, § 222.], 


SOUTH DAKOTA. 


6. The legislature shall, by general law, exempt from tax- 
ation, property used exclusively for .... religious .... 
marposes: .... [Const., Art. XI, §6.] 


All property described in this section to the extent herein 
3. All property belonging to any charitable, benevolent or 


religious society, or used exclusively for charitable, benevolent 
or religious purposes. [Act, March 9, 1891, §5.] 


TENNESSEE. 
All property. . . . shall be taxed but the legislature may 
exempt such... . as may be held and used for purposes 


purely religious. [Const., Art. II, § 28.] 


The following property herein enumerated shall be exempt 
from taxation, and none other. .... 

2. All property belonging to any religious, charitable 
or educational institution and actually used for the purposes 
for which said institution was created. [Code, § 601.] 


572 RELIGIOUS CORPORATIONS. 


TEXAS. 
The legislature may, by general laws, exempt from taxa- 
tion . . . . actual places of religious worship. ... . [Const., 


Art. VIII, §2.] 


The following property shall be exempt from taxation, to 
Wile recs 450 Houses used exclusively for public worship, the 
books and furniture therein and the grounds attached to such 
buildings necessary for the proper occupancy, use and enjoy- 
ment of the same, and not leased or otherwise used with a view 
to profit. [Rev. Stats., Title 95, § 4673.] 


Lollies I 


Houses and other buildings and land occupied for public 
worship, owned by any religious denomination, so long as the 
same is used for public worship and no income is derived there- 
from; but this subdivision does not include the residence of the 
minister, parson, or other person attendant upon such denomi- 
nation. [Comp. Laws, § 2009, 4. ] 


VERMONT. 


The following property shall be exempt from taxation: 
Real and personal estate, granted, sequestered, or used for 
public, pious, or charitable uses: and lands leased for the sup- 
port of the gospel, but private buildings on such lands shall be 
set in the list to the owners thereof, and shall not be exempt. 
[Rev. Stats., $270. ] 


VIRGINIA. 
The legislature may exempt all property used exclusively 
for .. : . religious purposes. [Const., Art. X) $23] 


All real estate and buildings thereon owned by any relig- 
ious denomination and used as a church, or for divine worship, 
or as a church parsonage; ... . real estate owned by... . 
church... . and other like benevolent associations, where 
the proceeds arising from said property are devoted exclusively 
to charitable or educational purposes; . .. . shall be exempt 
from taxation: Provided, however, That nothing herein con- 
tained shall be construed to exempt from taxation any part of 
a lot or building used for any private purposes, or for profit; 
but where a part of the property or its proceeds is used for 
charitable or school purposes, then, to that extent, the same 
shall be exempt from taxation. [Code, § 457.] 


TAXATION. 573 
WASHINGTON. 


.... Such... . property as the legislature may, by 
general laws, provide, shall be exempt from taxation. [Counst., 
Art. VII, §2.] 


All property described in this section to the extent herein 


Second. All lands used exclusively for public burying grounds 
or cemeteries, all churches built and supported by donations, 
whose seats are free to all, and the grounds whereon such 
churches are built, not exceeding one hundred and twenty feet 
by two hundred feet in quantity: Provided, such grounds are 
used wholly for church purposes. [Act, March 5, 1893, §5.] 


WEST VIRGINIA. 


. . Property used for... . religious. . . . purposes 
‘ . may, by law, be exempted from taxation. [Const., 
Art. X, §1.] 


All property, real or personal, described in this section, 
and to the extent herein limited, shall be exempt from taxation, 
that is to say: . . . . property used exclusively for divine wor- 
ship, parsonages, and the household goods and furniture per- 
taining thereto. [Code, chap. 29, § 43.] 


WISCONSIN. 


. . . . Taxes shall be levied upon such property as the 
legislature shall prescribe. ([Const., Art. VIII, §1.] 


The property in this section described is exempt from tax- 
ation, to wit: Personal property owned by any religious... . or 
benevolent association, used exclusively for the purposes of such 
association, and the real property, if not leased or not other- 
wise used for pecuniary profit necessary for the location and 
convenience of the buildings of such association and embracing 
the same, not exceeding ten acres; .... and parsonages 
whether of local churches or districts, and whether occupied by 
the pastor permanently or rented for his benefit. The occa- 
sional leasing of such buildings for schools, public lectures or 
concerts or the leasing of such parsonages, shall not render 
them liable to taxation. [Ann. Stats., § 1038.] 


574 RELIGIOUS CORPORATIONS. 


WYOMING. 


. Lots with the buildings thereon used exclusively 
for religious worship, church parsonages ... . shall be 
exempt from taxation. [Const., Art. XV, §12.] 


The following described property is hereby exempt from 
taxation: .... Third. .... The grounds and buildings 
of benevolent, agricultural, and religious societies or institu- 
tions devoted solely to the appropriate objects of these institu- 
tions, or the revenue, if any, therefrom which is devoted solely 
to the appropriate objects of these institutions, the same not 
exceeding three acres in extent, and not leased or otherwise 
used with a view to the pecuniary profit of any individual 
member of such society or institution, and when, by the laws 
of such society or institution, their funds or property of what- 
ever nature, cannot be divided among the members thereof, in 
case of the dissolution of such society or institution. 

Fourth. The books, papers, furniture and apparatus belong- 
ing to the above institutions, and used solely for the purposes 
above contemplated .... Moneys and credits belonging 
exclusively to said institutions, and devoted solely to sustaining 
them, but not exceeding in amount or income the sum pre- 
scribed by their charter. [Rev. Stats., § 3771.] 


DISTURBANCE OF PUBLIC WORSHIP. 


All the States make provision for the punishment of per- 
sons disturbing in any way assemblies gathered for public wor- 
ship. Offenders, as a rule, are to be arrested by any officer of 
the peace, at the call of church officers. In certain States, 
other persons also are vested with power to arrest; for instance, 
in Indiana, ‘‘sextons of churches;” in Maine, ‘‘any tithing- 
man; in Michigan, all ‘‘ presiding elders, ministers of the 
gospel, deacons, stewards, and official members of any church 
or religious society, who may be present;” and in New Hamp- 
shire, ‘‘any person present.” In some States, ¢. g., Kansas 
and Nebraska, any person may turn offenders out of the church 
edifice. The penalties to be inflicted upon conviction bi. 
from simple fine to imprisonment. 


NEW YORK. 


THE RELIGIOUS CORPORATIONS LAW.* 
[Cuap. XLII. Or tHe Generar Laws. ] 


[Amendment, passed, April, 1896, directly affecting Presby- 
terian Churches. Chap. 190, Laws of 1896. | 


ARTICLE IV. SprecitaL PROVISIONS FOR THE INCORPORATION 
AND GOVERNMENT OF REFORMED DutTCH, PRESBYTERIAN, 
REFORMED PRESBYTERIAN AND LUTHERAN CHURCHES. 


113. Word Presbyterian inserted in title.—1. The 
title of article four of chapter seven hundred and twenty-three 
of the laws of eighteen hundred and ninety-five entitled ‘‘ An 
act in relation to religious corporations, constituting chapter 
forty-two of the general laws,” is hereby amended to read as 
follows: Special provisions for the incorporation and govern- 
ment of Reformed Dutch, Presbyterian, Reformed Presbyterian 
and Lutheran churches. 


114. Decision by Lutheran and Presbyterian 
churches as to system of incorporation and govern- 
ment.—z. Section sixty-one of such law is hereby amended to 
read as follows: 

61. A meeting for the purpose of incorporating an unin- 
corporated Evangelical Lutheran church, or an unincorporated 
Presbyterian church in connection with the Presbyterian 
church in the United States of America, must be called and 
held in pursuance of the provisions of the next article of this 
chapter, except that the first business of such meeting after its. 
organization, shall be to determine whether such church shall 
be incorporated and governed in pursuance of this article, orin 
pursuance of the next article of this chapter. If such meeting 
determines that such church shall be incorporated and governed 
in pursuance of this article, then no further proceeding shall be 
taken in pursuance of the next article, and such church may be 


*See p. 372. 
41 (575) 


576 RELIGIOUS CORPORATIONS. 


incorporated and shall be governed after its incorporation in 
pursuance of the provisions of the following sections of this 
article, except such provisions as are applicable only to churches 
of 2 different denomination; and the certificate of incorporation 
shall recite such determination of such meeting. If such 
church is an unincorporated Presbyterian church in connection 
with the Presbyterian church in the United States of America, 
and such meeting determine that it shall be incorporated and 
governed in pursuance of this article, then the meeting shall 
also determine whether by virtue of their office, the deacons 
only of such church, or the pastor, elders and deacons of such 
church, or the pastor and elders of such church, shall be the 
trustees of such corporation; and the certificate of the incor- 
poration shall recite such determination of such meeting. If 
such meeting determine that such church shall be incorporated 
and governed in pursuance of the next article of this chapter, 
then this article shall not be applicable thereto, but such church 
may be incorporated and shall be governed after its incorpora- 
tion in pursuance of the provisions of the next article of this 
chapter, except such provisions as are applicable to churches of 
a single religious denomination only. 


115. Incorporation of Reformed Dutch, Presbyterian, 
Reformed Presbyterian and Evangelical Lutheran 
churches under this article.—3. Section sixty-two of such 
law is hereby amended to read as follows: 

62. If an unincorporated church in’ connection with the 
Reformed church in America, the true Reformed Dutch church 
in the United States of America, the Reformed Presbyterian 
church, or with the Evangelical Lutheran church, determine to 
incorporate in pursuance of this article, the minister or minis- 
ters and the elders and deacons thereof, or if a Presbyterian 
church in connection with the Presbyterian church in the 
United States of America, the officers determined upon as the 
trustees thereof by the meeting for incorperation or such of 
them as may be in office, shall execute, acknowledge and cause 
to be filed and recorded, a certificate in pursuance of this 
article. The deacons of a Reformed Presbyterian church may 
alone sign such certificate if authorized so to do by such church. 
Such certificate of incorporation shall state the name of the 
proposed corporation, the county and town, city or village 
where its principal place of worship is or is intended to be 
located, and, if it be an Evangelical Lutheran church, or a 


New York. 577 


Presbyterian church in connection with the Presbyterian church 
in the United States of America, the fact that a meeting of 
such church duly called decided that it be incorporated under 
this article. If it be signed by the deacons of a Reformed 
Presbyterian church, it shall state that they were authorized so 
to do by such church. If it be the certificate of a Presbyterian 
church in connection with the Presbyterian church in the 
United States of America, it shall recife that the officers sign- 
ing such certificate were determined upon by the meeting for 
incorporation to be the trustees of such corporation. On filing 
such certificate such church shall be a corporation by the name 
stated therein, and the minister or ministers, if any, and the 
elders and deacons of such church shall, by virtue of their 
offices be the trustees of such corporation, except that if it bea 
Reformed Presbyterian church, the certificate of incorporation 
of which shall have been, in pursuance of law, signed by its 
deacons only, the deacons of such church shall, by virtue of 
their offices, be the trustees of such corporation; and except 
that if it be a Presbyterian church in connection with the Pres- 
byterian church in the United States of America, the officers 
determined upon by the meeting for incorporation shall, by 
virtue of their offices, be the trustees of such corporation. 


116. Evangelical Lutheran and _ Presbyterian 
churches, changing system of electing trustees.—4. Sec- 
tion sixty-six of such law is hereby amended to read as follows: 

66. If the trustees of an incorporated Evangelical Lutheran 
church, or an incorporated Presbyterian church in connection 
with the Presbyterian church in the United States of America, 
shall at any time be elective in pursuance of the next article of 
this chapter, the church may, at an annual corporate meeting, 
if notice thereof be given with the notice of such meeting, 
determine, if an Evangelical Lutheran church, that the minis- 
ter or ministers and elders and deacons thereof, or if a Presby- 
terian church in connection with the Presbyterian church in the 
United States of America, that the deacons thereof, or the 
pastor and the elders and the deacons thereof, or the pastor and 
the elders thereof, shall thereafter constitute the trustees 
thereof, and thereon the trustees of such church shall sign, 
acknowledge and cause to be filed and recorded, a certificate 
stating the fact of such determination, and if an Evangelical 
Lutheran church, the names of the minister or ministers, if any, 
and of the elders and deacons of such church, or if a Presby- 


578 RELIGIOUS CORPORATIONS. 


terian church in connection with the Presbyterian church in the 
United States of America, the names of the officers determined 
upon to be the ex-officio trustees thereof; and thereon the terms 
of office of such elective trustees shall cease, and the minister 
or ministers, and the elders and deacons of such church, if an 
Evangelical Lutheran church, or the officers determined upon 
by such corporate meeting, if a Presbyterian church in connec- 
tion with the Presbyterian church in the United States of 
America, and their successors in office shall, by virtue of their 
respective offices, be the trustees of such church. If. at any 
time, the officers of an incorporated Evangelical Lutheran 
church, or an incorporated Presbyterian church in connection 
with the Presbyterian church in the United States of America, 
which officers by virtue of their offices constitute the trustees 
thereof, shall determine to submit to a meeting of such church 
corporation, the question whether the trustees of such church 
shall be thereafter elective in pursuance of the next article of 
this chapter, they shall cause a corporate meeting of such church 
to be called and held in the manner provided in sections eighty- 
four and eighty-five* of this chapter, and such corporate meet- 
ing shall determine, whether the trustees of such church shall 
thereafter be elective in pursuance of the next article of this 
chapter, and also whether the number of such trustees shall be 
three, six or nine, and the date of the annual corporate meeting 
of the church. If such meeting shall determine that such 
trustees shall thereafter be elective, the presiding officer thereof 
and at least two other persons present and voting thereat, shall 
sign, acknowledge and cause to be filed and recorded in the 
office of the clerk of the county in which the certificate of in- 
corporation of such church is filed, a certificate of such deter- 
mination of such meeting; and thereafter the trustees of such 
church shall be elective in pursuance of the next article of this 
chapter. At the next annual corporate meeting after the filing 
of such certificate, one-third of the number of trustees so deter- 
mined on shall be elected to hold office for one year, one-third 
for two years, and one-third for three years, and the officers of 
such church who by virtue of their offices have been trustees of 
such church, shall then cease to be such trustees, and thereafter 
article five of this chapter shall apply to such church. Ateach 
subsequent annual corporate meeting of such church, one-third 
of the number of trustees so determined on shall be elected to 
hold office for three years. 


* See pp. 353-354. 


New York. 579 


AMENDMENT ArT. V. 


117. Application of this article.—4. Section eighty* of 
such law is hereby amended to read as follows: 

80. This article is not applicable to a Protestant Episcopal 
church, a Roman Catholic church, or to a Christian Orthodox 
Catholic church of the Eastern Confession. No provision of 
this article is applicable to a Reformed church in America, a 
true Reformed Dutch church in the United States of America, a 
Presbyterian church in connection with the Presbyterian church 
in the United States of America, a Reformed Presbyterian 
church or to an Evangelical Lutheran church, incorporated 
after October first, eighteen hundred and ninety five, except as 
declared to be so applicable by the next preceding article of 
this chapter; this article is applicable to such a church incor- 
porated before October first, eighteen hundred and ninety-five, 
if the trustees thereof were then elective as such, and so long 
as they continue to be elective as such. The next preceding 
article of this chapter is applicable tosuch a church incorporated 
before October first, eighteen hundred and ninety-five, if its 
trustees were not then elective as such and so long as its trustees 
continue not to be elective as such. This article is applicable 
to churches of all other denominations. 


118. Time when in force.—5. This act shall take effect 
immediately. 


*See p. 351. 


INDEX. 


Abandoned church. See Church. 
Agreements. See J/ucorforation. 


Alabama, syllabus of laws Xxiil 
Constitution ; Io 
PReRIORIAWS We cea sls bE 
Taxation 2 > 555 

Alaska, syllabus of eee - . Xxill 
ROEGOLIAWS: cic ca oe) oe. 84 

American Unitarian Associa- 

tion, Mass. . 180 

Arbitration, Maryland, - 153 

Arizona, syllabus of laws. . Xxiil 
Text of revisedstatutes. . 5 
Taxation . ae. 

Arkansas, syllabus of ee .  Xxiv 
Constitution . Io 
Text of statutes Io 
Taxation . - 556 

Articles. See Fkeaion 

Assessments, Connecticut 39 
Maine. : 2 =/ 535 
Massachusetts . 164, 179 
New Hampshire . . 288 
Vermont : - 508 

Baptist Churches, Michigan, 209, 210 
New Jersey . aes 
New York RCE 5 

Bequests, gifts, grants, etc., Del- 

aware . . 46, 47 
Iowa . 110, III 
Kentucky By 
Louisiana ¢ £90 
Massachusetts . + 178 
Michigan af, 207 
Mississippi . 5 235 
Montana . 2 Ways 208 
New York . 362, "366, 369, 375 
Baxasvivania ‘ 454, 456 
Rhode Island . . 468 
South Carolina . 471 


Texas . - 492 
Virginia . 512 
West Virginia . 527 
Wisconsin ° » 545 
Bishops. See Cinforation ae 
By-laws, Arizona 6 
California 16, 23 
Colorado . 27 
Connecticut . 35 
Delaware 49 
Florida 62 
Georgia . 68 
Idaho . 77, 82 
Illinois . 88 
Indiana . 94, 96 
Iowa . - 105 
Kansas - II5 
Kentucky 124 
Louisiana 129 
Maine. 142 
Maryland Sa TS Xe. 
Massachusetts . 169, 177, 179 
Michigan IgI, 198, 205 
Minnesota Shh Mone 7 
Mississippi . 237 
Missouri . a ea 
Montana . 257, 258 
Nebraska ERE. 
Nevada . . 279, 280 
New Hampshire . . . . 285 
New Jersey . . 296 
New Mexico ° a 32 
New York » 336 
North Carolina seeagO 
North Dakota . 388, 394 
Ohio. 3. s 405, 406 
Oklahoma 421, 429 
Oregon . Bi w4G2 
Pennsylvania . ° = 445 
Rhode Island . . . . . 467 


(581) 


582 
South Carolina. - 473 
South Dakota . . 476 
Tennessee . 481 
Texas . - 491 
Utah - 498 
Vermont . . 506 
Virginia . . 514 
Washington. . 519 
Wisconsin 46 541 
Wyoming 548, 549, 551 
California, syllabus of laws . xxiv 
Constitutions; \-) sane eS 
Text of codes and statutes. 14 
Taxation . Sie ete S50 
Camp meetings, nibaets 5 a8 CS 
Minnesota ; 234 
Cemeteries, New York - 344 
Ohio . 406 
Pennsylvania . 464 
Certificates. See eae 
Charters, alteration = 4 2) 2). xi 


ANINSCCNSMIS 5 Gy yon 5 eb 
ALE(CONtTACUS Welln ne EXT 
Legislative power over . . Xili 
Limitations upon. . . . Xill 
Repeal sgn eu 
Speciallieas ace ae) a) este 
See also Tb ig 


Christian Church, New York . 372 


Christian Reformed Church, 
New Jersey - 324 
See also Holland. e 
Church of Christ, Michigan . 209 
See also Christian. 

Church, abandoned. Ohio. . 415 
Wisconsin . 542 
Wyoming . Bo S58} 

Cannot change denomina- 
FLON eave ee Se EKA 
Constituent Hemene tue LX 
Contests settled by arbitra- 
tion, Maryland . 4 153) 
Definitions + ~) 7) -sye ae eee 
Denominational, rights of 
[NRE sob a nod) Sy 
Denominational, when 
minority controls . . . xvi 


Distinct from corporation . x 
Divided, rights of property xvi 


RELIGIOUS CORPORATIONS. 


Extinct, Arkansas. seen 


Massachusetts 179 
New York . 3) suaenaag 
Ohio . Ale) 
Virginia 515 
Fire Insurance Companies, 
Wisconsin <=.) esas 
Free, New York - 365 


Property, judicial decisions xiv 
Property, modes of holding xiii 


Records, New Mexico See 
Seceding members eV 
Unincorporated, general 


powers andrights. . . xiv 
See also Congregation, Cor- 
poration, Trustees and 
Unincorporated. 
Church and State, relations of . vii 
Churches, Union of, Indiana . 94 


Michigan . 189 
Minnesota - 226 
New Jersey . - ees 
New York 347, 357, 372 
Ohio ose OS 
Pennsylvania - 451 


Civil courts, property decisions xiv 
Civil magistrates should protect 


the church) <=). ix 
Clergymen, confraternities ae 
New Jersey . . 322 
See also Corforation we 
Colorado, syllabus of laws XY, 


Constitution. -- 75 saaeaeee 
Text of Statutes . . 26 
Taxation . Pee 5 S10 
Congregation, cele eaveenaaes 
rights of property. . . xv 
See also Church. 
Congregational churches, Mich- 


igan bg . 209 

New York (|... A) a) Spee 
Wisconsin - 545 
Connecticut, syllabus of fae Seay 
Constitution . . Par + sy! 
Text of general eermtes - 34 
Taxation . - 556 
Pews 3.73) 


TAXES 500 (eek mare a SO 
Conscience, rightsof . . . 


INDEX. 


Consolidation. See Churches, 
Union of. 
Constitution, Federal, amend- 
ments, Art; Fi oie WE 
Contents, general . . . .. Vi 
Corporation, personnelof .. x 
Greattonob sis 0s. “si = de XUL 
PIERO. wie. a) oe) skies, Kl 
TGCS cet i Wal) 3) of ee ole, XI 
Pate Ofte s-< te. voc, XMM 
Method of organization. . xii 
POAT ga oye 4) ite Aa, ict ay a SA 
Private, definition .. . xi 
MAEDOSE Tc) 8 ste as, Yale 
Religious. . . xii 
See also Chats, Church 
and two next sections. 
Corporation, church as constitu- 
ting the, Alabama. . . I 
SVE CD SYN AR eae el | Ma ay 
BIRANSAS | okie aih «5 TY 
RST © bs.) act ete ec oe te. 2 
CONGO att «65 er oa Sees 26 
Conriceheat, =. 5. = te 435. 41 
Delaware ... “ey ee 
District of Gulecutsen mete. Go 
BOMICA WE he, emia te oe OS 
Gero cs. (a Ves ee. OF 
NAGANO ye) ee ve Malle a «FO, Oa 
SAO oils. oe Spice, ee LOR 
SITE A ig! rae hel: “ae ky OS 
ROME.) ts 1s) xt et EOZ,, FOO 
PEAS teat PP ose s biel Me ial Te 
IREMLNCIY Sin) Sel ct bed 1.123 
Pamsiana ). 0. tials 128 
Wl st aia A aly. Leth, Ve eee. 
MEACOIANG, fake. sue) Edo 
Massachusetts . 159, 163, 172, 
174, 177 
Michigan © j3.°-sss. Ys fe; 22200 
Minnesota . . 217, 219, 220 
WESSOUTE ed dnl em, s 2A 
Montana!) 41253, 263 
Nebraska! 3-4) \4, J!) 270; 277 
New Hampshire . . . . 283 
New, Memiea? 92 ie yoliat x. 326 
New York . 343, 353, 361, 373 
North Dakota. . . 386, 395 
RO sal) 6) 15) Bel he Ae 


583 
Oklahoma yf te KA gibinu.e 4ae 
Pennsylvania . . . . «438 
Rhode Island . - 465 
South Carolina ~ 473 
South Dakota . - 476 
Tennessee . 481 
Wexkas aul a1 Wy tae dis - 493 


Rita ie yi ouelen 14> A075 SOL 


Wermont.. sae - 506 
Washington ager 
Wisconsin . - 540 
Wyoming - 547 


Corporation, trustees as consti- 


tuting the, Alaska . 5 
Arkansas 12 
Delaware . . : 45 
District of Columbia. 57 
Georgia : : 71 
Indianaa i. 45 Aen ies. 102 
Indian Territory 5 
Iowa eS . 107 
Kentucky siicncs) -eteuic) a IE 
Maryland Sette The 
Massachusetts . 167, 168, 176 


Michigan . 182, 194, 195, 203 


Mrnnesotay eine o.s0te) 20I, 
» 239 


Mississippi . . . . 
Nebraska..." . Ve) ¥270; 
Nevada 


216 


277 


. 280 


New Hampshire . . 283, 289 


New Jersey . 
New Mexico 


. 302 
. 326 


North Carolina : - 382 
Oregon... s+ .« 432, 434 
Tennessee... . « « .» « 484 
U.S. Territories . . a5 
MINS s)4 « wabein - 513 
West Virginia. . . a ez 

Corporation sole. . . .. . xiv 
Pela ware? tic. -Ftetdej cs as AF 
INGw.JErseyy fuel deo 207 
OREGON sik ase gar a + 433 
Michipar' sds), sii. pave tae SOP 
Pennsylvania . . . . . 454 

Courts. See Civil Courts and 

Judicatories. 

Cumulative voting, California . 13 

North Dakota . . - 384 


Pennsylvania . . . 437, 447 


584 


South Dakota. . 


» + 475 


Deacons, as corporation, Indiana 104 


Maine X . 136 
Massachusetts . ETG7. 
Michigan .. - 195 
Minnesota . . - 217 
Mississippi . . . . 239 
New Hampshire . . 289 
New York a6) 577 
See Zrusices. 

Delaware, syllabus of laws .  xxvi 
Constitution . 45 
Text of revised statutes 45 
Corporation sole . 47 
Taxation . BN chase eseyE 

Denominational Soateee - di- 

vision of, 

Kentucky ake 
Virginia - 513 
Wyoming. 4) lg A 
Division of time, Maine . 140 
Rights of property Sexy; 
Transfer of property . ev: 

Denominational churches, In- 

corporation of judicato- 
ries, California . aed! 
Colorado. T2033 
Georgia . 66 
Indiana . 96 
Michigan . 201 
Nebraska . 267 
New Jersey . - 321 
New York - 349 
Ohior need ene . 410 

Denominational corporations, 
Wisconsin) sy iter - 538 
Wyoming - 549 

Dissolution, Arizona 7 
Arkansas 12 
Connecticut . +135; 42 
Delaware . 52 
District of Columbia 59 
Florida .. 64 
Georgia . . . = 68 
ikl y 6 5 4 ¢ 86 
Illinois (note) 5 ol ey 
Indianaytseecneanite 92, 103 
Lowa veer once 7 LO7; 
Kansasicr.” ect.) ret hoe oS 


RELIGIOUS CORPORATIONS. 


Kentucky ».. .) <3) 
Louisiana .. . s.)))smneneneenoy 
Maine. < % . 142 
Maryland : 151, 155 
Massaghosates ee . 170 
Michigan - 200 
Minnesota 2 282 
Mississippi . Pen 
Missouri . 244, 249 
Montana. 252, 262 
Nebraska 272, 274 
Nevada (note). . - 279 
New Hampshire . 284, 287 
New Jersey . - 298 
New Mexico » 827) 
New York - 367 
North Carolina . 380 
North Dakota . ePso2 
Oklahoma « 425 
Pennsylvania . . . . . 451 
Rhode Island . - 469 
South Dakota . 475, 392 
Tennessee » 483 
mMexasiar ie - 492 
Utah . - 499 
Vermont . - 509 
Washington 2 aR 
Wisconsin vee 538, 543 
District of Columbia, syllabus 
ofslaws/ aaa. es, Osa 
Text of revised ates 56 
Taxation . 5 - 557 
Ecclesiastical courts, desision 
final in ecclesiastical 
matters. pea! 
Elders, may be prises Michi- 
gan. MP | 5 LO 
Miieesses 207 
New York 76, 577 


Episcopal churches, Minnesota. 
See also Protestant Episco- 
pal, Methodist Episcopal, 

and Roman Catholic. 
Escheated property, Delaware . 148 
Evangelical Association of 
North America, Minnesota. 
Evangelical Lutheran churches, 
New Jersey io te) nie) eer 
New York . 372, 575 


234 


234 


INDEX. 


Extinct churches. See Church. 

Fire insurance, churches, Wis- 
CONS. oe SAS 
torida, syllabus of ees . Xxvili 
Gonstitation; s.r 


Text of revised statutes. . 61 
Taxation . - 558 
Free churches, New York 365 
Friends, Maine . - 144 
Massachusetts . . 180 
New Hampshire . . 294 
New Jersey . - 324 
New York ‘ Dre 
Georgia, syllabus of laws. xxviii 
Constitution. |..<'. 5. %» 65 
Text of statutes . . . . 65 
Taxation . - 559 

German Reformed eet 
New Jersey . = 428 


Gifts. See Bequests. 

Grants. See Bequests. 

Greek Catholic Church, New 
York - «i372 

Hearers, register of, Minnesota. 214 

Holland Christian Reformed 
Church, Michigan . « 209 

See also Christian Reformed. 


Idaho, syllabus of laws XXix 
Conshtnton.: st =: » 75 
Text of revised statutes. . 75 
Taxation. é - 559 

Illinois, syllabus of ica - “pee: 
Gonsutuho. 6 (<5 Sr: 87 


Text of revised statutes. . 87 
Corporation sole . . . . 9I 
Taxation. , - 559 
Incorporation, articles, charters, 
certificates, etc.,Alabama_ 1 


Arizona . . 6,8 
IATRANSAS) So) eR (kei 10 
California RG, 21, 24 
Colomuar wis erties 26 
Connecticut 35, 41 
Delaware .. bal 45 
District of Columbia: Biase SU 
MIG st (ie ee OS 


Georgi 2) syst k ceces. 66 
MGanG vo: <> ease Le g6, 84 


585 


J ae ee ere 


Indiana 92, 93, 94, 97, 99, 102 
lows. 6. sey a @ 1OG, 10g 


Kansas 113, IIg 
Kentucky 3,204. sG) I 
Louisiana . Ree kao 
Maine. «4233, 143 
Maryland. ayy 25s 


Massachusetts 163, 172, 174, 177 
Michigan 183, 190, 191, 194, 195, 


200, 202, 203, 207, 208 
Minnesota 211, 217, 220, 229, 
230 

Mississippi . 236 
Missouri 241, 246 
Montana - 255, 256, 264 
Nebraska . 268, 269, 274, 276 
Nevada » 279 
New Hampshire . - 283 
New Jersey . 303, 308, 318 
New Mexico... .«.' 5.325, 329 


New York 334, 343, 353, 360, 


365, 373, 374 
North Carolina - 378 
North Dakota . 386, 393, 395 
Ohio 401, 409, 411, 413, 418 
Oklahoma 419, 425, 429 
Oregon - 432, 434 
Pennsylvania - 439, 442 
Rhode Island . - 465 
South Carolina. a 473 
South Dakota . - 386, 476 
Tennessee 479, 481, 484 
Texas. . 487 
Utah + 497, 501 
Vermont . - 506 


Washington 518, 521, 522, 524 
Wisconsin 535, 549, 543 
Wyoming » won. BO 
Indian |Territory =< 4.s:.01:% 91 


Indiana, syllabus of laws. XXX 
Constitutions 3 « & = 92 
Text of statutes . . . . 92 
Taxation . 559 

Introduction . . . + ou 

Iowa, syllabus of iat Xxxi 
‘Text of statutes: Gin s. .«)% 165 


PPRRAUONS « e!l oie, 6,5) be OO 
Jews, New Jersey ... . 


586 

Judicatories. See resbyteries 
and Syzods. 

Judicial’decisions . . 9... xiv 


Kansas, syllabus of laws . XXxil 
Constitutioniy oy een nnn en Le 


Mextiofystatntes: "emer enpe Lue 
Taxation. . . ayn, 00 
Kentucky, syllabus of oe 5 xSSeahl 
Constitution\ yt: tzO 


Text iofistatutess ota ae Ler 
Schism or division . . . 122 


Taxation. ae ad, eo GOu 
Lay members, melaneee Sigcmcoy 45 
Michigan isan lene L Oz 
Pennsylvania - 455 


Limit on property, etc., Alapaaes I 
Alaska Lime ierilcemoemte aie aged: 


ATAZ OMA oi Wen 1s ey eRe ea en 
Arkansas) i ioleoet ramen 212 
California . . + 13, 21 
Goloradoj: i.) -axee ah ae or 
Connecticut . - 35, 42 
Delaware .. ee ee AO 


District of Columbes! . 56, 58 
Hloridaties yi. ces eenmike en nO? 
Georsia sii ae ee erLOS 


Idaho . . 82, 85 
WMTERO SG 5 0 6 . 89, 90 
Indiana . 100, 103, 104 
Kansas STs 
Kentucky 120, I2I 
Louisiana 125, 130 
Maine. 134, 137 
Maryland 145, 152 


Ninesicheccus “eh, 168, 175, 178 
Michigan 181, 183, 193, 201, 203 
Minnesota 212, 225 


Mississippi) fe) eile) 230 
Missouri. ... . 240 
Montana. . . . . 261, 262 
INebraskawe a) Senna . 274 
Nevada . . Osan chy ey AE 
New Becnieste ; 286, 290 
New Jersey . 296, 303, 316, 317, 


318, 322, 362, 366 


New Mexico 326, 329 
New York . 336, 337, 345, 301, 
362, 365, 368 


North Carolina. 377, 380, 382 


RELIGIOUS CORPORATIONS. 


North Dakota . 
Ohio's Eee 
Oklahoma 418, 420, 428 
Oregon 432, 433, 434, 436 
Pennsylvania 437, 438, 439, 440, 
443, 456, 457, 459, 460,461, 462 


385, 387, 394 
- 404 


Rhode Island . 466, 468 
South Carolina 472, 474 
South Dakota . Paeone yi 
Tennessee . 481, 484 
Texas . « 490 


Utah’... Gy ee 
Vermont. 5) easel 
Virginia . - 514 
Washington. . . 519, 523 
West Virginia”. "eee 
Wisconsin . 531, 534, 538, 54! 
Wyoming ~. . lessees 
Louisiana, syllabus of laws . xxxiii 
Constitution. “<p eens 
Text of civilcode. . . . 125 
Text of revised laws. . . 128 


Taxation. . . 3) Seon 
Maine, syllabus of laws » XKXiit 
Constitution . > 2) eens 
Text of revised statutes. . 133 
Taxation...) 2) eg 
Married women, Pennsylvania. 450 
Texas. ; . 487 
Maryland, syllabus a lane «) KXKY, 
Constitution . - 145 


Text of statutes. . - 146 
Arbitration PM: 35: 

Minister a member of cor- 
poration/=: as. aeaae - 152 

New corporation, by mite 
drawing members . - 154 
Taxation ./)..) 3.) 10.5) peo 
Massachusetts, syllabus of laws xxxvi 
Constitution. <<) a) aaeetipe 
Text of statutes . . . . 158 


Assessments 164, 179 

Ministers members of cor- 
poration ..° ¢. ... |.) (aee7 

Waxatlonc Js) ga) hone ene 


Meeting houses, Connecticut . 38 
Maine. 9.7.) 200) Ven Gs aeieS 
Massachusetts. . . . . 163 
New Hampshire . . . . 290 


INDEX. 587 


Vermont. . . . »« «507 | Mormon Church, Utah .. . 502 
Methodist Epis. Church, Conn. 44 | Mortgage, powerto, Alabama . 2 


Massachusetts. . . . . 180 READER Ye re ad at Mell Mite 
Michigan. . . . . 209,210 AISRADSAS vias y ahh, ayes! EN, EZ 
MEDMPSORA i o)\ (5) « Here BFS GSautornariic harks ss sole 23 
PCW LONE sat eh ib eis 37S Colorado’... sais Siiuns 30 
WEMIONE:, "bin 4 te Sure. SEI Cammecticntss acca: sii. 42 
Wisconsin . <= .« ye 545 Delaware . . a=, 49 
Methodist Episcopal Church District of Colemabia: mney 
South, Florida...5 .« 64 Blorida, 4... aes, veeieg 2 GE 
Michigan, syllabus of laws xxxviii Georiaid & ps, tata 6S 
COnSHOHON:. a5 oe uhent oKo? WelahO eels! co eh ai tak to. OG 
Text of general statutes. . 181 HEHRGIS Gree | 3) (o.Xs, Veo EO 
Minister, may be president Liter ye ee ee 93 
of corporation . . . . 182 Rawat, ean "ats 105, 106 
RAMAMION O1 soa, Skee: HOZ Peansas a. oo. Ai tea |r AEA 
Minister, president of corpora- MentNCEy s (si) amen mane 22S 
tion, Michigan. . . . 182 BOUISARA = oe! i fase! J oh in 129 
Salary of, Minnesota. . . 214 WIAINE: oso rh IS EAS 
Pie V OF Re sre oi 1 Vda -an 350 Maryland edo suee4G, 152 
Member of corporation, eee eee ee Le. (E69 
Maryland . . . . 152 Michigan . . . . 184, 194 
Massachusetts . . . 167 Minnesota 215, 218, 221, 224, 225 
New Hampshire . . 289 IMISSISSHS PA aehaae We) od 8s ~ ha 237 
New York. . . 576, 577 irre ai ool cise iw 242 
Minnesota, syllabus of laws. . xl Montanaic S306 cl acct: 265 
Conshtution. .i-<< «i « 211 Nebraska jist 4) ge use HET, 276 
Text of statutes . . . . 211 Mevadag hon tei Wwe ZOO 
SR ARAUOM 0 oun, 2 «a, e503 New Hampshire . . . . 286 
Mission churches, New York . 350 New Jersey = . - 296, 313; 321 
Missionary societies, District of New Mexico . . . 326, 330 
MDI hgh fe Om, owl SS New York. «.~ <..%.51 1346, 366 
IPMN ORE. 1s.) <5) > fie.) Gt “300 North Carolina . . 379, 382 
Wisconsin . . . «|, « 545 North Dakota . . . . . 394 
Missionary stations, Abediae Jem SO) Ce Rene Cro ekyy 50 
SRO 0 alse mlunel a AIO Oklahomag 5) 3) dpa, oe 428 
Washington. . . pee S25 Oregon. us. oes ie AR 
Mississippi, syllabus of laws. a, xh Pennsylyania ...«). '» 463 
Constitution. . . B hen 235 Rhode Island . . . . . 467 
Text of general sccdnten =< 290 South Carolina . . 472,474 
Taxation. .. seve 503 South Dakota . . . 394, 475 
Missouri, syllabus of ake eyo) KL ‘Tennessee | 2.2) fatay.=5 puaso 
Constitution. . . 3 4 240 Texas. : 
Text of revised esate = ei BAO United States, vies fox Ter- 
(hawation. ©.) «° s « «& 563 ILOEIES ath ap wilics Soy hye 
Montana, syllabus of tae noes Klin Dita? 5! Jean csk gee’ tego 
Constitution. . . 1252 WETMORE. cslne ame). ky, skBOF 
Text of codes and statutes ; 252 ViTGinia, Sica Wieer «oe 


PaReSACIGM s1u'y 21. ley iat epe SOA Washington . . . 519, 523 


588 
West Virginia . G hoeby4s) 
Wisconsin 532, 538, 541 
Wyoming - 550 
Mortmain. See Beguests. 
Nebraska, syllabus of laws . .xliv 
Constitutions o.o9 ae. 207 
Text of compiled statutes . 267 
Taxation . . 564 
Nevada, syllabus of oe. . xiv 
Constitution . ck 27/9) 
Text of general Senos. . 279 
Taxation. - 564 
New England, parish Eytan Vx 
Religious societies. . . x 
New Hampshire, syllabus oe 
laws Ao nos coho, 298% 


Constitution. . ce 0, 243" 
Text of public ptaies eenzos 
Meeting houses . 290 
Pews . . . 293 
Maxationy., %s 0. - 565 
New Jersey, syllabus ef awe. . xlvi 
Constitution . - 295 
Text of general bole » 295 
Taxation . » 505 
Union of eaerche: . 308 
New Mexico, syllabus of laws . xlix 
Text of compiled laws . . 325 
Taxation . . 566 
New York, syllabus ables! ie: Ixvi 
Constitution . ae hon Bees 
ext of/statutessae sees 
Taxation . . 566 
North Carolina, syllabus of 
LaWS) 4.9) on lst, AG mere lil 
Constitution . 376 
Text of code - 376 
Taxation . . 568 
North Dakota, Siibees oF aes liii 
Constitution . on) ESM 
Text of compiled ae den Gravel 
Taxation; < . Be reso) Beco) 
Ohio, syllabus of ae costes oun els 
Constitution. . . St OO) 
Text of revised statites) 400 


Taxation. 9 
Oklahoma, syllabus ae ewe nee Ly, 

Text of statutes. 

Taxation. 


RELIGIOUS CORPORATIONS. 


Oregon, syllabus oflaws. . . lvi 
Constitution. .° Seeder 
Text of laws. 7) seen 
Taxation® ye Pabiciebk 40/0) 

Pennsylvania, syllabus of laws . lvii 


Constitution. . . . - 437 
Text of statutes . « 438 
Taxation . . 570 
Person, definition, New York . 370 


Personal property, description, lvii 


New York . 3) ieeazo 

Pews, Connecticut 2 eo 
Maine. . Vg 5ees 
Massachusetts . . . 162, 165 
New Hampshire . . . . 293 
New York . . . 366 
Vermont...) > inne ego 
Wisconsin \. 7. een 


Preface’. =e mes te 
Presbyteries, incorpenaiaa of, 
California’. {eens 


Colorado. =." euemcomcd 
Indiana aie - 96 
Michigan . .. vero2vaies 
Minnesota... °) (2) pee 
Montanaye eae . 264 
New Jersey. . : “Ss egnymace 
North Carolina 1382 
Ohio . 410 
Oregon) eee » 433 
Wisconsin . . » 543 


Presbyterian Church, U. ‘S. Be 
action on religious fees 


dom) 95> 3) ix 
Presbyterian chives Mich. 

igan. » 2% je ja aeiemer 

New Jersey . 312, 324 

New York 575, 577 
Trustees and session, rela- 

tions of . Xvii 


See, also, Deacons, Elders, 
Presbyteries, Synods and 
Trustees. 

Private corporations . . oe 
Property, methods of neldine esi 
Judicial decisions . . XIV 
Protestant Episcopal Church, 
Connecticut.) 9.) eee 

Delaware. . 1.) (00%) yaeeenaee 


INDEX. 589 
District of Columbia. . . 60 | Session, controls trustees of 
MlGmMUa eS woke ot eel e se 10K: Presbyterian churches. xvii 
Hinoiss. 2 <0 6. soa) ea OE. | pomakers, Connecticuls. -s/ie > 44 
Indiana . . 104 Bloridae <5) ¢iAcuicta oie me LOL 
Maine. SPAIN ahiv iol et RAG New York Bee 37% 
Maryland. . . . . . «157 | Societies, ecclesiastical, Con- 
Massachusetts . . 180 necticut . .. 36 
Michigan. . 209 | South Carolina, syllabus of ids lix 
Minnesota . 234 Constitution . aa AFL 
INGO Ae AGis ats oh Tete Welt Od Text of revised stataiee, 472 
New Jersey . - 324 Taxation . Sy 
New York - 372 | South Dakota, avid e Le. Ix 
Oregon P 436 Constitution . te aay 
MERION iate shel cet ial vst. GLE Text of compiled ape ats 476 
Wisconsin - 545 PaAxahons. bv elomie 6 50 
Proxies, New York . . 338 | Specific trusts : xiv 
Pennsylvania - 448 | Spiritual officers, cannot He con- 
Publishing corporations, ‘Mich. trolled by trustees, Kan- 
igan. Set aks 202 BASE. Petre tans ete ey a LTO 
New York y 360 Texas. 493 
Sher Oia Ses tig) Bees hes 2 413 See also xvii. 
Quakers. See Friends. Sunday-schools, Michigan 200 
Reformed Dutch Church, Mich- New Jersey . 324 
igan. » 209 New York : » 350 
New Jersey . . . 324 | Sunday-school Assemblies, Mase 
New York + 372, 576, 577 nesota . : . 234 
Reformed Episcopal Church, Swedish Lutheran etunatind 
Massachusetts . 180 Church, Connecticut. . 44 
Reformed Presbyterian Church, Synods, incorporation of, Cali- 
New York - 372, 576, 577 Sorat. eal ie 28 
Religious corporations, defini- Colorado . 29, 33 
MONKS. sah xii Inidianal “..5/sarawall was OO 
Religious bagwledae inncieties, Michigan 192 
New York. . 360 Minnesota 222 
Rhode Island, syllabus af hee lix Montana , 2). 264 
Constitution . Hite «405 New Jersey . 317, 319 
Text of general laws. 465 North Carolina » 382 
Maxation. << . 570 Ohio 410 
Roman Catholic Churdy Co Oregon » 433 
BECHCHE Sscrs'5 aise, a AA. Wisconsin » 543 
Delaware . . - . 54 | Taxation, exemptions, etc, Ala- 
District of Columbia, a7 9 GO bama . - 555 
BBS) oad ear ete oe OX Arizona . + BSS 
Massachusetts . 180 Arkansas 556 
Michigan 209 California . 556 
New Jersey . 324 Colorado . » 556 
INCU OP a Me eb os 37S Connecticut . . 556 
Wisconsin 545 Delaware P 557 
Seal, definition . 71 District of Calurahiin. mp 


590 RELIGIOUS CORPORATIONS. 


Florida . . .'.. s « 558 | Texas, syllabusiof laws see 


Georgians item temic 559 Constitution. . . . . . 486 
UGEMNe So Bp oo ke a. 0 RS) Text off statutes! essen og 
HU ON Pe royecers oo Site Taxation .-. .\ic)aieauepenem ee 
Indiana . . . . . « » 559 | Trustees, chosen according to 
Towa 5). \Vedarde haaunsOO church or denominational 
Kansas ie oc emesis OO rules, Arizona) isa enny, 
ientucky sisstvei eu eS OL Arkansas... =. 
Louisiana) 0 esi) SOL California... Sees 
WETS (6G BS Gg ne Son Colorado. .  \ zGn2onae 
MereMENKel 5 og 6 5 a 5 oH Connecticut . |e 
Massachusetts. . . . . 562 District of Columbia. . . 56 
Michicany) \.\) janes ies 502 Georgia . . {eee 
IViinnesota ii-)) ieee 03 Idaho. .. . <) EEeeOd. 
Mississippi . . . . . . 563 Illinois. . .) evans 7 
IMisSouty.) 1) Niners OS Indiana . . 3) eeemoaaas 
Montaniay: a) em ranune aan SOF: Towa .. «<> :6) Manatee mn? 
Nebraska) wets tel 1 504. Maryland: ;.) 2) fastening 
Nevadayin itv lie teuerm ce veh OF: Massachusetts. . . . 167 
New Hampshire . . . . 565 Michigan 191, 192, 1952 201, 204 
INGWY BEAT sb 55 5 a HOS Minnesota |) 9 emeeiiomeee 
New Mexico.. 2). (402 7.9566 Mississippi . . ).eeezao 
News Y ork 5.1 30) semen 5 OO) Missouri .. . 2a eee 
INoxth!Garolinay eee sOS Montana...) yee 
North Dakota. . . . . 568 Nebraska, .  . .aueueeeEeoe 
QVM a 5 os ko Bes Nevada, . .. .ijeeueeeHO 
Oklahoma . ... . . 569 New Hampshire . . . . 289 
Olen 5 oo plo a) 6 5 BOO New Jersey. . . = 317, 319 
Pennsylvania . . . . . 570 New York . 343, 373, ee 577 
Rhode Island. . . . . 570 North Carolina . . . 382 
South! Carolina specter 7e North Dakota. 22ies95 
South Dakota aero cher Sek Ohio ©. 2»)... “eee 
iRennessce- uae aS 71 Oklahoma . .. «sega 
DUC en Aine) ey Gs Oa Oregon . . . . . 433, 434 
Wtalh..;; | ainey, Sdeemectere rene 72 South Dakota. geen 
Wistemmes G5 8 a kk 6 ye Tennessee . /.. sno 
Warginiay <i) R-wiy-pereeiea cura Texas «5: |: \.: TOR 
Washing tony sium neil ens 75 Utah .. «3. <i e 
West Vircinial specimens 8575 Virginia... fee 
Wisconsimiiy geri memes 7 Wisconsin . . . . 538, 543 
Wyoming .. So byt Wyoming . . . 549 
Taxes. See sce septonts Trustees, not to interne with 
Tennessee, syllabus oflaws. . 1x spiritual officers, Kansas, 119 
Constifution’s) ieee TO Aexas iu see +» 493 
Textiof code ws. weses ten ala 76 Powers of in pence ifs UI 
axationyaieaure 5 A And spiritual officers, rela- 
Territories, Federal lets aeee: tions Of)... 12456 seu 
TM Oeste Ah hye eis Of Presbyterian churches, 


Tests, religious, not peamiied . Vili subject to session . . . XVil 


INDEX. 


As the corporation. See 
Corporation, Trustees. 


Trusts, not allowed to fail . xv 
‘Vruste, Spectic?, . « «< « « XiV 
Tythingmen, Connecticut 38 
Unincorporated church, defini- 
tion . fe Be he VG 
Rights of ee Red e.g 
Louisiana he 127 
Massachusetts . . 168 
Minnesota Sn a 227 
New Hampshire . . . . 288 
New York 357, 576 
North Carolina mesos 
@klahoma: = = » 2 «42 
Pennsylvania . 459 
South Carolina. 474 
Wyoming : 554 
Union churches, New ack 372 


See also Churches, Union of. 
United Brethren in Christ, New 


MOKA a orn J's 372 

U. S. Congress, laws es the 
BUEREILOMIES 25s wpi’s hay we 8 
Missionary stations . . . 4 

U. S. Supreme Court, decision 
on religious freedom . . viii 

Decision as to trustees and 
session . . Xvii 
Utah, syllabus of Ena lxi 
Constitution . = page) 
Text of compiled Goa e497 
Taxation . 0572 
Vermont, syllabus of vane . lxii 
Constitution . Pn SOF 
Text of revised cae me Le! 


Pews . - 508 


591 
Rents of town lands. + 505 
Taxation . 5 ee 

Virginia, syllabus of ws - lxiii 
Constitution . Se 
Text of code . ; 512 
Divided congregation ig 
No charters for churches . 512 
Taxation . je 7572 

Voting, cumulative. Soe Ce 

lative. 

Washington, syllabus of laws . lxiii 
Constitution. Aba Y | 
Text of general statutes . 518 
Taxation. « 573 


| West Virginia, elias of ie lxiv 


Constitution . . 526 
Text of code . 527 
No charters for churches . 526 
Taxation . ays 
Wills. See Wisconsin. 
| Wisconsin, syllabus of laws. . lxiv 
Constitution . . 530 
Text of annotated abies 531 


Corporations to carry out 


wills 2 % - 534 
Taxation . Sal: 
Worship, disturbance oe . 574 
Freedom of . : . Viil 
Wyoming, syllabus of one . Axy. 
Constitution . . 546 
Text of revised statutes. . 547 
Taxation . Swans 57K 
Young Men’s Christian Associ- 
ations, New Jersey . » 324 
Michigan . 209 
Minnesota . 234 
Pennsylvania . . 464 


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